My Fair Butler
by Vee22
Summary: Niles is despondent over his lack of marital prospects and Fran offers her expertise, promising to turn him into the most eligible bachelor around. Will a certain blonde finally start paying him the attention he deserves?
1. Operation Niles Commences

"Hiya, Niles!" Fran said cheerfully as she entered the kitchen. "You got anything to eat around here?"

"Help yourself," Niles answered, nodding towards the open pantry. Fran scanned its contents quickly before selecting an opened box of Oreo cookies. She then reached for a knife and began methodically pulling the cookies apart, scraping off the cream and spreading it all onto a single cookie.

"What on earth are you doing?" Niles asked quizzically, puzzled by Fran's actions.

"Oh, I was feeling a little bloated the other day and I've gone back to Weight Watchers," Fran explained. "They're _very s_trict, you know. They only allow you _one_ cookie."

"I see," Niles muttered sardonically, amused by the rapidly-growing tower of cream on that one cookie.

"Don't start with me, Niles!" Fran said playfully, wagging her finger at him. "You keep quiet about this and I won't tell Max about the Cuban cigars I found hidden in the bread bin yesterday."

Niles chuckled. "It's a deal."

"So, what are you doing home on a Friday night, anyway?" Fran asked, closing her eyes blissfully as she bit hungrily into her loaded cookie. "No Butlers Association meeting tonight?"

"No, they've moved those to Monday nights and as we both know, I have no other semblance of a social life," Niles replied.

Although his tone of voice would have sounded light-hearted to the average person, Fran wasn't fooled. She detected that he was more disappointed about the situation than he was letting on.

She moved to stand beside him, putting her hand on his shoulder comfortingly.

"What's eating you, Niles? I can tell something's wrong."

Niles glanced at her with a slight smile. "Feminine intuition - the old instincts are back, are they?"

"You bet they are! And you know they never fail," Fran agreed enthusiastically.

"Except for the time when you sent Mr Sheffield's book to various publishing companies only to receive rejections and the time that you thought he'd sent you a valentine but it was really from Brighton's friend and the time..."

"Alright, alright! Do I keep a list of your mistakes?" Fran protested. "And don't think you're going to change the subject so easily, mister. I _invented _that trick."

Niles sighed heavily. "Well, if you must know, and I know you must, I received a wedding invitation today."

He reached into his apron pocket and pulled out a sheet of creamy paper covered with delicate calligraphy and tied with a lavender ribbon.

"Ooh, fancy," Fran said approvingly, as she reached out and took the invitation from him. "Whose wedding is it, anyway?"

"It's Catherine's."

Fran frowned. Something about the name rang a bell. "Catherine? Catherine. Hold on, is she..."

"The housemaid that I was in love with for all those years but eventually lost because I couldn't reveal my feelings for her? Yes, that's the one."

"But I thought you told me that she'd gotten married ages ago," Fran said in confusion, trying to make sense of the puzzle at hand.

Niles laughed bitterly. "Oh, that's just it. It's her _second _wedding. She buried one husband last year and has already found another."

"Oy. And let me guess, you're still in love with her?" Fran ventured cautiously, not sure why else her dear friend would be so upset.

Niles shook his head vehemently. "No, that's not it. I am most definitely not in love with her."

Fran frowned. "I'm sorry, I don't follow you. If you're not in love with her, then why are you upset that she's getting married?"

"I'm upset, as you say, because after our own love affair, Catherine managed to find two other people she loved enough to marry. And yet I haven't even found one."

"Oh!" Fran exclaimed, her eyes lighting up in understanding. "I get you, I get you."

She patted Niles comfortingly. "Oh, believe me, I've been there and done that."

Niles smirked. "Well, actually, you had a rather different problem. You had no shortage of men that you would have liked to marry – they all just happened to have something wrong with them."

"Oy, don't remind me," Fran groaned, as she silently reminisced about her years as a single 30-something woman in Manhattan. She didn't miss those days at all. She thanked God daily that she and Maxwell had finally managed to bypass all the obstacles in their path and get married.

Niles nodded. "Then you understand how I feel at this moment, Miss Fine...uh, Mrs Sheffield."

Fran laughed. "Sweetie, we've known each other for such a long time that you might as well just call me Fran."

"You're right...Fran," Niles said tentatively, a hint of cheer finally lighting up his solemn face.

"Tell me, is this how you and Mr Sheffield ended up on a first-name basis?" he asked curiously.

"Oh, no, it was his idea...and I can tell that you're trying to change the subject again," Fran chided.

"Look, Niles, I'm sure there must be a wonderful woman out there for you. You just haven't met her yet! You've got to get out there, mingle, meet new people. Carpe diem!"

"You speak Latin?" Niles asked, simultaneously surprised and impressed.

Fran looked momentarily confused and then her expression cleared. "Well...Pig."

Niles shook his head in amusement, not bothering to correct her. Over the years, like every other member of the family, he'd come to see Fran's naivety as being rather refreshing. It was now accepted as part of her charm.

"I do appreciate your concern...Fran," he murmured. "However I'm not quite sure I'm the kind of person who likes to mingle and meet new people. I've become so accustomed to leading a solitary life that I really wouldn't know where to begin."

Fran beamed. "And this is where I come in!" she exclaimed in delight. She rubbed her hands together gleefully.

"I beg your pardon?"

Fran impulsively grabbed Niles by the hand and dragged him towards the flight of stairs.

"Where are we going? I have a roast in the oven!" Niles exclaimed in surprise.

"Your roast will keep," Fran said dismissively. "Your future wife, on the other hand, will not. I'm going to work some magic on you now. By the time I'm done with you, you are going to be the most eligible man within a fifty-mile radius."

She winked at him. "Even more so than Roger Clinton."

"Dear Lord," Niles mumbled as Fran hurried him upstairs. "What have I gotten myself into?"

_**Author's Note: Hi there! So I've been a fan of The Nanny for a very long time and own Seasons 1-3 on DVD...when are they going to bring out the other seasons, already? **_

_**But this is my first Nanny fic and I would really appreciate hearing what you think about this. If you would like to read more, PLEASE review. =) I will only be continuing this story if people are interested in it.**_


	2. A Little Persuasion Is Needed

"You did _what?"_ Maxwell Sheffield bellowed fifteen minutes later.

"Shush!" Fran said in alarm, running over to close their bedroom door. "I don't want Niles to hear this."

Maxwell laughed sarcastically. "It's probably too late for that. I wouldn't be surprised if he had one of his secret intercoms installed in our closet."

"Like that would do him any good. He'd get bored eavesdropping on the clothes."

Max took a deep breath. "Miss Fine, you've got some 'splainin' to do!"

"Oy, are we back to being Mr Sheffield and Miss Fine already?" Fran questioned in alarm. "I thought we said goodbye to that when we got married!"

"No, I have a feeling we'll be reverting back to Miss Fine and Mr Sheffield, just as long as you keep getting into these scrapes," Max grumbled. "Now, please, take a deep breath and repeat what you told me before. I don't think I quite heard you the first time."

Fran suddenly seemed to find their bedroom carpet fascinating. "Uh, well...gee, have you noticed how old our carpet is starting to look? We really need to change it. I bet Cousin Toddy could give us some great advice..."

"You're trying my patience," Max said warningly.

"Oh, alright, but it's not fair because you never let me do anything and all I want to do is..."

Fran trailed off, a look of horror on her face. "Hello, flashback. I'm suddenly my teenage self begging Ma to let me go stay on a kibbutz."

Max knew there was only one surefire way of getting his wife to spill the beans. He casually strode over to the cabinet where they kept their music albums and pulled out one of his wife's favourites.

"Fran darling, I don't want to pressure you or anything but if you don't get to the point soon, Barbra might just get scratched."

Fran's eyes widened in horror. "You can't do that! That's _My Name is Barbra! _It's her first album – I would never be able to get a mint condition copy of that again!"

She frowned. "You're bluffing, aren't you?"

"Am I?" Max said tauntingly. "Do you really want to risk it?"

His wife ran to him and tried to grab her precious album, but he lifted his arm and dangled it just out of reach.

Without her heels, Fran was a great deal shorter than her husband and she groaned in frustration as she continued to jump fruitlessly.

Max smiled. "You know, darling, there's a _much _easier way of making sure that your album remains intact. Just tell me again what you said you had done."

"Oh, alright," Fran acquiesced with a pout. "But you're a bully!"

Sensing that his wife was about to tell him the truth at last, Max looked at her expectantly, although he was careful to keep the record out of her reach. Truth be told, his arm was actually getting a bit tired and he hoped that Fran would be brief and succinct in her explanation.

As soon as the thought had floated through his mind, he chuckled silently. His Fran, brief and succinct? Not a chance.

"So Niles was a bit depressed because he got invited to Catherine's wedding..."

"Catherine? Who's Catherine?" Max asked, confused. Then he paused and frowned. "Not the housemaid he was in love with for all those years?"

"The very same," Fran confirmed with a nod.

"So she was widowed last year and she's getting married for the second time..."

"And Niles is still in love with her," Max reasoned.

Fran stamped her foot in annoyance. "Max, would you stop interrupting and just let me finish the story?"

"Yes, darling," Maxwell said meekly.

"So, no, Niles isn't in love with her. But he's depressed because he hasn't found anyone else that he loves enough to marry! So I agreed to give him a bit of a hand..."

"The interfering Yenta strikes again," Max muttered with a groan.

"It's not interfering! All I'm doing is updating his wardrobe, giving him a new look, teaching him how to make the most of himself...maybe get him to do a few Cosmo quizzes..."

She hesitated.

Maxwell noticed her hesitation and pounced. "There's more, isn't there?"

"Oh, OK...so maybe I told him he could come to the party you're throwing for potential backers tomorrow night..."

"Of course he's coming. Who else do you think is going to make the food and serve the alcohol?"

"..as a guest," Fran finished nervously and quickly shrank back.

Maxwell's eyes widened in disbelief. The very idea – his _servant _being a guest at the party he was holding for potential backers? Oh, no, that wouldn't do at all.

"And who do you suppose is going to cook the dinner? Did you think we'd just eat take-out from Wai Lee Chinese Restaurant?" he asked sarcastically.

Fran slowly twisted her wedding ring around her finger. "Well...I've hired caterers."

"Caterers?" Maxwell exploded. "So my butler, whom I pay to look after occasions like this, is going to be drinking my brandy and smoking my cigars, while a group of complete strangers take over for the night?"

"Not exactly strangers..." Fran demurred.

Maxwell stared at his wife closely. "_There's even more, isn't there?"_

"OK, OK, so I didn't hire strangers. I hired my sister Nadine."

"I thought she promised Barry that she wouldn't cook for anyone else but him again," Maxwell said in astonishment.

"Well, their kids are growing up and they need the money. C'mon, Nadine's family! And you know she's a great cook. What could possibly go wrong?"

Max went pale as he thought about the last event Nadine had catered for him, which had ended up in a full-scale fight between herself and her husband, while Niles had been singing for a group of very wealthy investors.

"Is that a rhetorical question?" he asked dryly.

"Oh, please, honey. It would mean so much to Niles," Fran coaxed. She stepped closer to her husband who had long since put down the Barbra record and began to trail soft kisses against the nape of his neck.

"And I promise I'll make it worth your while," she whispered seductively.

Max groaned but was powerless to resist the caresses of his clever wife. He continued to protest but he knew that it was in vain.

One way or another, Niles would be attending the backers' party as a guest. What the evening would bring, he really wasn't sure. But with his wife involved, he had a feeling it would involve some kind of trouble.

_**Author's Note: Thank you for your lovely reviews of the first chapter! I'm really happy to hear that you enjoyed it because I am really enjoying writing this. =)**_

_**In the next chapter, we'll see Fran coaching Niles in preparation for the backers' party and him making his appearance.**_

_**If you'd like to read more, you know what to do. Please take the time to leave a review!**_


	3. The Backers' Party

"Niles! Are you ready yet?" Fran called impatiently, glancing at the nearby clock.

She knocked hastily and entered Niles' bedroom, only to find the butler staring dismally at his wardrobe.

"Geez, Louise, how long does it take to pick out an outfit for a party?" she joked teasingly.

"This from the woman who took a record three days to pick an outfit to wear to Mr Sheffield's last backer party," Niles replied sarcastically.

"Well, I _had _to. There was a rumour circulating that Barbra was going to be there," Fran said defensively.

She glanced at the green tweed suit that Niles was holding up for her inspection and instantly shook her head.

"No way, mister. You've got to wear something better than that. You need to fit in with all the fancy-schmancy people who are going to be guests at this party."

Niles glared at her. "I am perfectly aware of how to fit in with both the fancy and the schmancy," he defended. "And as for this suit... I beg your pardon? I'll have you know that it used to belong to _your husband."_

"Oh, I know!" Fran exclaimed glibly. "He used to love wearing it...until I told him that it made him look a little tubby."

"I see," Niles answered, hastily returning the suit back to his wardrobe. That was the _last _time he would accept secondhand clothes from his boss. He should have known Mr Sheffield would have had an ulterior motive behind offering him a designer suit in almost perfect condition!

He glumly recommenced staring at his wardrobe. Nothing seemed to look right.

"To be honest, I'm just not sure this plan of yours is going to work, Miss Fine...I mean, Fran," he confessed with a despondent sigh.

"I sincerely doubt that any of those blue-blooded society vultures is going to fall in love with the domestic help."

"Hey, Major Nelson and Jeannie tied the knot," Fran reminded him. "OK, so he wasn't exactly blue-blood and she wasn't exactly domestic help. But they were two different types of people who managed to make it work."

She smiled smugly. "And let's not forget about Maxwell and me."

"Well, yes, but I can't exactly go prancing around the party in a short skirt and stilettos," Niles said dryly.

Fran's eyes sparkled with mischief. "Well, you could, but you'd probably attract a very different kind of group."

Niles chuckled and stepped aside as the former nanny moved forward to scrutinise the possibilities.

"Oy, Niles, I really need to take you shopping," she muttered. "All these grey suits that look exactly the same...and here I was, thinking you were just wearing the same one every day!"

Her eyes lit up. "Let's go to that outlet mall in Jersey. I'm sure we'll find some great bargains there."

She dimpled at him. "How about it?"

"Do I really have a choice in the matter?" Niles questioned.

Fran giggled. "No, not really. Let's go!"

A few hours later, Niles was wishing he'd put up a fight when Fran had suggested going to Jersey. He'd tried on dozens of suits and pairs of shoes and while any of them would have been fine with him, Fran and the shop assistants shook their heads simultaneously and urged him to try on something else.

He had no idea how women had the stamina to shop all day. All he wanted was to go home and put his feet up, drink a glass of Scotch and...

"Niles! Are you done in there yet, or do I have to come in and get you?" Fran whined. 

Niles winced at the thought and obediently opened the door of the changing room.

Fran smiled broadly when she saw him. "This is it. This is the one," she said to the shop assistants, who glanced at each other and nodded excitedly. "And these will go great with the wing-tip shoes."

"Thank God," Niles murmured. "Now can we go home? Please?"

"Absolutely!" Fran said brightly. "As soon as we've picked out your cologne."

"What's wrong with my cologne?" Niles argued defensively. "I'll have you know that I bought it from Saks and the woman behind the counter thought I smelled very attractive."

Fran wrinkled her nose. "Attractive? Maybe if you're a grandpa," she sniggered. "You need something a little more...sensual."

She happily picked up a few bottles and began to spray them randomly in the air, as Niles closed his eyes, reassuring himself that this would all be over soon.

Back at the Sheffield mansion, preparations for the party were in full swing.

Nadine had arrived, sans her husband, much to Maxwell's relief, and was busily whipping up trays of canapés with skilful efficiency.

At her father's orders, Maggie had raided the wine cellar and brought out the most expensive vintage wines they had (and had sneaked a few bottles of Bacardi for herself and her friends in the process).

Brighton had been convinced to don a designer tuxedo Fran had picked out for him, after she'd dropped some heavy hints about pretty girls having a thing for men in suits.

Grace looked lovely in a pale blue sheath dress and had taken on the role of hostess, mingling with the guests and charming everyone she met.

CC had arrived punctually and had spent the last half hour schmoozing Elizabeth Carmichael, a very wealthy socialite who was thinking about investing in their show.

_Yes, _Maxwell thought with a grin of satisfaction, e_verything seemed to be working out very well. What had he been so worried about, anyway? Despite his worries about Fran's newest project..._

He froze. He _knew _things had been going a little too well. Where was his lovely wife? And where was Niles, for that matter?

He hastily excused himself from his conversation with a wealthy banker and hurried upstairs.

"Fran!" he called anxiously. "Fran, darling, where are you?"

The door to Niles' bedroom creaked open and Fran poked her head out furtively.

"In here, honey!" she hissed.

Maxwell's anxiety softened at the sight of his beautiful wife. Clad in a stylish emerald-green silk gown with a high slit up the side, she looked more stunning to him than ever.

"I must say, you look lovely," he said appreciatively, drinking in the sight of her with his eyes.

He reached out and clasped her hand. "Darling, you had me worried for a few minutes there. Come now, it's time you made an appearance at the party."

He tried to lead her down the stairs but Fran balked unexpectedly.

"Sorry, sweetie. Niles is feeling a little self-conscious about his new appearance and I promised I'd go downstairs with him."

Max rolled his eyes. "Is that true, old man?" he called, knowing that his trusty butler was no doubt eavesdropping on their conversation.

"Yes, sir," Niles called back meekly. "I really would feel more comfortable if you let Miss Fine...Mrs Sheffield accompany me downstairs."

"Oh, very well," Max huffed. "Please tell me you're ready at least."

"Oh, yes! We're ready. He just needs a squirt of cologne," Fran chirped. She withdrew her hand from Maxwell's and quickly ducked back into Niles' bedroom.

Max heard the squirt of a cologne bottle and some last-minute whispered instructions from Fran. He couldn't help smiling as he wondered just how much of a makeover his wife had worked on their butler.

"Is the pep talk over yet?" he called, tapping his foot impatiently against the floorboards.

"Honey, you can't rush pep talks. They're very important for a person's morale," Fran chided.

Maxwell swiftly changed tactics. "You know, honey, your sister made this _incredible_ appetiser of deep-fried popcorn shrimp..."

The word 'shrimp' had barely left his mouth when the door whisked open.

"Chop-chop, Niles! The fried shrimp is calling my name," Fran said impatiently.

"Oh, _alright," _Niles said petulantly.

Max turned and began walking down the stairs, knowing that it wouldn't be long before his wife and butler would follow.

"CC, you are looking absolutely fabulous!" squealed an excited high-pitched voice.

CC turned from her conversation with Elizabeth Carmichael and tried not to hide the inevitable wince.

Louisa Applebury was reportedly the daughter of an Earl and _obscenely w_ealthy.

In CC's personal opinion, these were her only redeeming qualities.

She also had a shrill voice that irritated CC to no end, a high girlish giggle and a tendency to interrupt people mid-sentence. And if _that _wasn't annoying enough, she was also a bona fide klutz.

CC quickly put her wine glass down on a nearby table. She was wearing a very expensive white suit and didn't want to see red wine splashed on it.

"Louisa, how marvellous to see you," she simpered in return. "Kiss, kiss. Hug, hug."

She dutifully went through the routine greeting, gritting her teeth silently as she did so.

"It's so wonderful to see you. It's just been _so _long," Louisa gushed.

"Indeed," CC remarked calmly, although on the inside, she was thinking that it hadn't been long enough.

"So, darling, how's your love life going? Have you managed to get yourself a man yet?" Louisa asked. She had a condescending sneer on her face, as though she _knew _that CC had spent her latest Valentine's Day eating pizza and watching cable.

"Not at the moment," CC answered tightly, trying to sound as though it was her choice.

"Oh, I see, dear," Louisa said with a smirk, obviously not fooled by CC's icy facade.

CC clenched her left fist behind her back and wondered if the satisfaction of decking Louisa Applebury would be worth the scandal it would cause Sheffield-Babcock Productions. She was seriously considering it when Louisa's attention was diverted.

"My word," she breathed huskily. "Who is that handsome dish striding down the stairs on Mrs Sheffield's arm?"

CC turned to look and sucked in a quick breath. For slowly descending down the stairs with Nanny Fine, was a handsome, debonair man in a black Armani tuxedo. He looked suave and dashing and was attracting stares, whispers and gasps of admiration from practically every female in the room.

"CC? Did you hear me?" Louisa trilled. "Tell me, do you know who this man is?"

CC gulped and had to swallow before she could speak.

"That's...the butler."

_**Author's Note: Cheers, smiles and virtual champagne toasts to all those who reviewed the last chapter – negschainsaw, EspoirDio, the-reverie, T41 and StarryPeaches. It's your encouragement that keeps me writing! =)**_


	4. An Unexpected Audition

CC had switched her red wine for something stronger and was morosely drinking alone when Maxwell, who had been in the cellar and missed all the fuss, suddenly appeared at her side.

"All alone, CC? I thought you were busy chatting to Elizabeth Carmichael," he remarked, knowing that it wasn't like CC to stand by herself when there were wealthy potential investors to schmooze.

"Taking a break, are you?"

"No, Maxwell. I am not taking a break," CC replied coldly. "In case you haven't noticed, all the rich women have found something more interesting to concentrate on." She motioned to the crowd by the sofa with her glass.

Maxwell followed her gaze and his eyes widened in shock. "Good God!" he exclaimed in surprise. "Is that _Niles?"_

"Ding ding! And the prize goes to the man with the beautiful head of hair," Fran trilled merrily as she walked over to them.

She glanced at Maxwell mischievously. "What do you think, sweetie? I did a pretty good job with him, didn't I?"

Speechless, Maxwell couldn't find the words to reply to his wife. He could only stare at the sofa where his butler (his _butler!_) was holding court and commandeering the attention of every woman in the room.

"Niles?" he repeated in disbelief.

Fran looked affronted at her husband's obvious shock.

"Why are you so surprised?" she blurted, her hands on her hips. "It's not like the man was the Hunchback of Nottingham or anything."

"That's the Hunchback of Notre Dame, Nanny Fine," CC corrected dryly. But even as she spoke to Fran, her eyes were glued on someone else.

"No, of course not, sweetheart," Maxwell hastily reassured his wife. "Although...you must admit that he wasn't exactly beating women off with sticks before."

"That could change," Fran answered smugly. And from all appearances, Fran's prediction looked very likely to come true. Niles' dashing good looks and expensive tuxedo had captured the women's attention but his genial charm and affability were what was keeping them by his side.

"Oh, please. How pathetic. I doubt Butler Boy can hold their interest for much longer," CC snorted, heading towards the carafe to freshen up her drink.

At that moment, Louisa Applebury's shrill voice resounded in the room.

"Oh, please, Niles! I'm sure you have a _divine _voice. Won't you please sing a song for us?"

Fran and Max exchanged looks of disbelief at Louisa's request. CC frowned at this, and strained to hear Niles' quiet reply.

"How can I possibly deny a request from a lady like you, Miss Applebury?"

Louisa giggled loudly, causing Fran to roll her eyes.

"Oy! Have you ever heard such an irritating laugh?" she whispered to Max and CC.

This would have normally been CC's opportunity to put Fran down and Maxwell shot a sharp glance at her, wary of the insults that were sure to come forth.

To his surprise, CC remained quiet – and in fact, didn't appear to be paying attention to their conversation at all. Her eyes were transfixed on a certain butler who was standing up, at the ladies' urging, and clearing his throat.

"What would you like to me sing?" he asked politely.

"Oh! Do Rod Stewart!" exclaimed the normally conservative Elizabeth Carmichael.

Maxwell looked nervously at his wife. He was _not _prepared to listen to his butler doing a rendition of _Da Ya Think I'm Sexy?_ while a crowd of female investors whooped and cheered.

Niles looked hesitant.

"Sing whatever you like, Niles!" Louisa encouraged. "All we want to do is hear your voice."

Niles swallowed and for a minute, he looked almost like a deer caught in the headlights of an upcoming car.

"Uh-oh. Stage fright alert," Fran whispered in alarm.

She turned to her husband. "Honey, you distract them while I sneak Niles up the back stairs."

"Are you insane? Exactly what kind of distraction were you thinking of?" Max hissed.

Fran looked thoughtful. "Well, I thought of yelling that Barbra Streisand was here, but I realised that wouldn't work on just anybody. Maybe we could do that if we needed to distract my mother's mah-jong group..."

But no such distraction was necessary.

Niles had indeed been petrified. He'd enjoyed his evening thus far and had been amazed by the number of women who'd begun flocking to him after his dramatic entrance to the party.

Fortunately he had remembered all of Fran's tips – particularly when she'd suggested that if he found himself lost for words, he should do all the listening because women liked men who listened. And to his surprise, he'd found out that her advice was spot-on.

It had been Caroline Darlington, wife of stockbroker Glen Darlington, who had been present at the backers' audition where he had sung for Mr Sheffield's new show. Despite all the action in the background, courtesy of Nadine, Barry and Fran, she had somehow remembered that he had a beautiful voice. It was her urging which had prompted Louisa to request a song.

It wasn't an official audition right then – but to Niles, it felt like an audition of sorts. He could feel every eye in the room on him, waiting for the first note to emerge from his mouth. And he knew that the people that were present were far more likely to be critical of his singing abilities than any audience he might have faced on Broadway.

Momentarily panicked, he'd glanced around the room for support and had found his gaze landing on Miss Babcock. Of all people, she was the last person he would expect to be waiting expectantly for him to sing. At least not without cracking some sort of inappropriate joke or insulting his character.

To his surprise, there seemed to be no trace of a sneer or mocking expression in her eyes. As she looked at him, her eyes seemed thoughtful and almost contemplative.

Niles had no idea why Miss Babcock's eyes should make such a difference to his confidence, but they did. He found himself looking directly at her and drawing strength from her cool, calm, collected persona. And as he looked into her eyes, it was as though his heart took over his mind.

He forgot the nerves. He blocked out the people who were staring at him. All he could focus on was the task on hand. And so Niles began to open his mouth and sing.

_Tomorrow morning if you wake up_

_And the sun does not appear_

_I will be here_

_If, in the dark, we lose sight of love_

_Hold my hand and have no fear_

_I will be here_

_I will be here when you feel like being quiet_

_When you need to speak your mind, I will listen_

_And I will be here when the laughter turns to crying_

_Through the winning, losing and trying, we'll be together_

'_Cause I will be here_

_Tomorrow morning if you wake up_

_And the future is unclear_

_I will be here_

_As sure as seasons are made for change_

_Our lifetimes are made for years_

_I will be here_

_I will be here, you can cry on my shoulder_

_When the mirror tells us we're older, I will hold you_

_And I will be here to watch you grow in beauty_

_And tell you all the things you are to me_

_I will be here_

_I will be true to the promise I have made_

_To you and to the One who gave you to me_

_I will be here_

_And just as sure as seasons are made for change_

_Our lifetimes are made for years_

_So I will be here_

_We'll be together_

_I will be here._

As Niles sang his last note, there were gasps of disbelief and hearty applause.

"You were magnificent!" Louisa gushed enthusiastically.

"Absolutely wonderful!" Elizabeth enthralled. She looked across the room and caught Maxwell's eye.

"Max, dear, you simply _must _put this man in your next production. I insist upon it!"

Niles quickly glanced at his boss, waiting for a reaction.

"He _was _very good, sweetie," Fran whispered quietly.

Maxwell hesitated. "Well, I suppose I'll have to discuss it with my business partner. What do you think, CC?"

He turned and frowned. He was positive CC had been standing right next to him, but it didn't look as though she was there any longer. A quick sweep of the room told him that she had left.

"Where _is _Miss Babcock?" Fran asked quizzically, having also noticed that the blonde was missing.

"Perhaps she needed some fresh air," Maxwell mused. "I wonder where the devil she could be."

"I wouldn't worry about it too much. She's a big girl," Fran said with a shrug. She tugged at her husband's arm.

"Come on, Max. We've got to go congratulate the star of your next musical."

"Niles? Really?" Maxwell couldn't hide the scepticism in his voice. "And who's going to take care of the household while he's rehearsing?"

Fran laughed. "Well, I _am t_he lady of the house, so I guess that would be me."

Looking at Max's discomfited expression, she giggled. "Only kidding. Maybe we can hire a temporary housekeeper."

"I'm still not sure about the wisdom of this rather rash decision," Maxwell said doubtfully.

Fran glanced at something behind Maxwell. "Uh, you might want to reconsider those words, sweetie."

Maxwell turned and was flabbergasted to see that the crowd of socialites who had been huddled around Niles were now standing behind him. And every single one of them was waving a chequebook.

"Max, if you don't put Niles in your next show, you'll never see another dime from me," Louisa Applebury warned.

Max smiled broadly. "Well, then, I suppose the matter is settled. One at a time, please, ladies."

Chuffed by his unexpected success, Niles decided that he needed another celebratory drink. He was pleasantly surprised to find that the bottle of champagne that had been sitting on the table near Miss Babcock was still more than half full.

"Looks like Babs hasn't drunk us out of house and home for once," he said absently to himself.

Come to think of it, he hadn't seen Miss Babcock since the beginning of his song.

A quick glance at the women crowding around Mr Sheffield told him what Fran and Max had already realised – that CC Babcock was no longer at the backers' party.

"How strange. I wonder where she's gone," Niles muttered.

"Where has who gone?" chirped a voice at his side.

Niles glanced up to see Louisa Applebury, holding out a glass of champagne.

"Would you care for another drink?" she asked brightly.

Niles smiled back at her, all thoughts of CC Babcock momentarily put aside.

"It's like you read my mind."

_**Author's Note: Wow! Virtual brownies and heartfelt thanks to bogiedevil, Shara Michelle, the-reverie, negschainsaw, T41, AllTheSnakes, LaurenLaneLover, Starry Peaches and EspoirDio for reviewing. =)**_

_**I actually have a number of unfinished stories in various fandoms to update and I usually NEVER update the same story consecutively. However, I was really touched by the fact that so many people were enjoying this story and were really looking forward to the next chapter. And so, I found myself writing this.**_

_**The song that Niles sang is called I Will Be Here and it's sung by Steven Curtis Chapman. I think it's a beautiful song and I can only imagine how wonderful it would sound with Daniel Davis singing!**_

_**I know you're probably wondering what happened to CC... well, that will all be revealed in the next chapter.**_

_**And don't get discouraged by the fact that Niles seems to have forgotten about her for the moment. All this sudden attention from women seems to have gone to his head a little bit! I'll knock some sense into him soon. ;)**_

_**Happy reading! I'd love to hear what you think of this chapter. =)**_


	5. Moonlight Revelation

The party was finally over and Maxwell Sheffield was thrilled. Much to his astonishment, it had all gone off without a hitch. The sheaf of hefty cheques in his possession testified that the night had been a smashing success.

Fran caught her husband gazing lovingly at the cheques he held and smothered a laugh.

"See, honey, that went pretty well, didn't it?" she said with a smirk, knowing that Maxwell had been anticipating some sort of crisis because she had been involved.

Max's lips curved in a smile. "All things considered, I suppose the evening didn't go too badly," he remarked casually.

"Didn't go too badly?" Fran exclaimed. She plucked a cheque out of her husband's grasp, despite his protest, and unfolded it. Smiling triumphantly, she pointed at its sum.

"Do I or do I not detect _four z_eroes on this cheque?" she said with a grin. "Admit it, Max. Niles was wonderful tonight."

"He _was_," Maxwell finally admitted. "And I'll make sure he has a substantial bonus coming to him in his next paycheque."

"Well, I'm certainly pleased to hear that, sir."

Max started in surprise as his butler unexpectedly entered the living room, grinning broadly.

"Oh, I should've known. Ears like a bloody elephant," he groaned.

"I'll let that insult pass by, sir, since you're so generously offering me a bonus next week," Niles answered diplomatically.

He gestured at the filled garbage bag which Fran was struggling to carry.

"I can take care of that now. Don't worry about it, Fran."

"Oh, what we would you do without you, Niles?" she said gratefully, flashing him a big smile as she offloaded her burden into his willing hands.

"I certainly hope we never need to find out, old man," Max murmured as he caught Niles' eye.

Niles smiled genuinely. It was nice to feel appreciated by his boss for once.

Hefting the garbage bag to his shoulder with a grunt, he headed out the kitchen door and quickly disposed of his load.

Coming back towards the house, he was startled to see a familiar figure sitting alone on the patio, smoking a cigarette and staring silently at the starry sky.

"Miss Babcock?" he asked cautiously. Of course he knew it was she; he just didn't want to startle her and had thought it prudent to advertise his presence.

CC took a long drag of her cigarette and turned to look at Niles.

"Well, well, well. You certainly are full of surprises, Butler Boy. You made a real impression tonight."

Niles felt a curious flutter in his stomach at Miss Babcock's words. Was it just his imagination or did he detect a hint of flirtation in her tone?

"Indeed," he answered, inwardly groaning because he couldn't think of an appropriate quip.

He couldn't help but be distracted by how lovely she looked that evening. The moonlight bathed her face in its soft golden glow and she looked serene and peaceful.

_Like a Grecian goddess, _Niles mused. _Tall, slender, and fair of face._

CC glanced at Niles suspiciously. Why on earth was he staring at her like that?

In the meantime, Niles' eyes wandered unwittingly towards CC's lips. Full, red and glossy like a cupid's bow. He wasn't sure if it was all the champagne he'd drunk, but they looked surprisingly attractive. He unconsciously moved closer and leaned forward slightly.

"Is there a smudge mark on my face or what?" CC asked irritably, as she stubbed out her cigarette. His staring was starting to unnerve her – particularly as it induced her to stare right back at him. And as she did, she couldn't help but notice how astonishingly blue his eyes were and how handsome he looked in his tuxedo.

And then she had to laugh out loud. _Handsome? Had she just called Benson handsome?_

Her sudden outburst of laughter had the desired effect of changing the mood. Niles drew back instantly, looking slightly affronted by her laughter.

"Hearing voices in your head again, Babs?" he asked snidely. "I'm glad you find them entertaining."

And just like that, the magic moment that could have been, was lost.

"Weren't you ever taught that butlers should be seen and not heard?" CC grumbled in annoyance.

Niles didn't appear fazed by her grumbling.

"Weren't you ever taught how to wax your moustache? Oh, sorry – I guess that lesson's only for females," he interjected smoothly. And with that as his parting remark, he headed back to the mansion.

CC glared at his retreating back. Once he was out of sight, she self-consciously touched her upper lip. Although she wouldn't admit it to Butler Boy, perhaps it was time she made a date with an epilator.

They had no way of knowing that Fran Sheffield had been standing out on her balcony and had heard their entire conversation.

As soon as Niles entered the Sheffield kitchen, he found an excited Fran waiting impatiently for him.

"Yes, Fran? May I help you?" he asked in confusion, wondering what the bubbly brunette was doing still up. He'd assumed that she and Mr Sheffield had already retired for the night.

"Niles, why didn't you tell me?" she exclaimed eagerly.

Niles looked befuddled. "I'm afraid I seem to have missed the origin of this conversation. What didn't I tell you?"

Fran sighed and punched him gently on the arm. "You _know," s_he said meaningfully, jerking her head towards the kitchen door.

Niles continued to look puzzled. "I assure you, I haven't the slightest idea of what you're referring to."

Fran groaned. Why did men never seem to realise the obvious? At least she knew now that it wasn't just Maxwell who was guilty of this.

"Niles, you have feelings for Miss Babcock," she said patiently.

Niles' eyes widened in alarm. "What...why... that's preposterous!" he spluttered.

"Is it?" Fran asked, looking at him closely.

"Of course it is!" Niles retorted. "You, of all people, should know what a terrible idea that would be."

"What's a terrible idea?" Fran asked innocently, knowing perfectly well what he meant, but wanting him to say the words for himself.

Niles glared at her. "_You know."_

"No, I don't know," Fran answered teasingly.

Niles exhaled heavily. "If I were hypothetically interested in Miss Babcock," he said stiffly.

"Why would it be such a terrible idea?" Fran pressed. "You're lonely. She's lonely. And you like her. And she likes you. Easy!"

The butler snorted loudly. "Miss Babcock interested in someone like me? She'd sooner admit to being a natural brunette."

He glanced at Fran, only to see her smirking with amusement.

"Oh, you _so _like her," she said in a sing-song tone. "It's written all over your face, Niles."

Niles swallowed. "It _is?" _His fair complexion reddened at the thought.

Fran smiled in satisfaction at the butler's sudden loss of composure. "No, not really," she replied, taking pity on her friend.

"It's only a trained expert like myself who can tell."

She frowned as a thought suddenly occurred to her. "But you've known Miss Babcock for years, Niles. How long have you been interested in her? Why have you never made a move?"

"I've made plenty of moves!" Niles cried defensively. "Just this very morning, I told her that she had a face like the Grand Canyon!"

Fran winced at the thought. "The Grand Canyon?" she repeated with a grimace. "And this would be a compliment to her, how exactly?"

"The Grand Canyon is a landmark! Everyone dreams of visiting it and it's a major United States attraction," Niles explained, realising in hindsight how feeble he must have sounded.

Fran laughed. "So, Niles, you mean all those times that you put salt instead of sugar in her coffee and waxed the floor so she would slip on it and made extra fattening food so that she would put on weight... you were _flirting?"_

Niles shrugged helplessly. "What? No good?"

Fran chuckled. "Oy, are you lucky to have me. You'd better get a good sleep tonight, mister. We're going to have another lesson in the morning."

"I thought we were done with the lessons," Niles protested. "Tonight went well, didn't it?"

Fran put her arm around Niles' shoulder as the two slowly walked up the stairs.

"Sweetie, if you think that comparing a woman to the Grand Canyon is flirting, you still have a _lot _to learn."

Seeing the look of apprehension on Niles' face, she quickly added, "But I'll help you! Just wait and see. It won't be long before Miss Babcock will be putty in your hands. Have I _ever_ steered you wrong?"

"Well, there was the time you lied on my credit card application and almost had me arrested for fraud and the time you stole my wallet so that you could feed your shopping addiction and the..."

Fran shot Niles a withering glance. "It was a rhetorical question!"

_**Author's Note: So I'm back! Many thanks to Shara Michelle, negschainsaw, the-reverie, Narya, bogiedevil, LaurenLaneLover, arty60, rx9872, Starry Peaches and Espoir Dio for your reviews of the last chapter. Keep your thoughts and encouragement coming – they really inspire me! =)**_


	6. Fighting With One's Conscience

"You look beautiful, Miss Babcock," Niles muttered, straightening his tie.

"Your hair looks lovely, Miss Babcock. Will you have dinner with me, Miss Babcock?"

Practising his compliments to Miss Babcock had been Fran's idea. She'd noticed that Niles had difficulty in speaking to Miss Babcock without insulting her, mainly because he used his insults as a defence mechanism against the putdowns he received himself.

However she'd encouraged him to start complimenting instead of insulting, assuring him that Miss Babcock would be more likely to reciprocate positively to his advances if he was nice to her.

"Being nice to Miss Babcock. Such a novel concept," Niles mused out loud, before he turned his gaze back to his reflection in the oven door and attempted to start from the beginning again.

"You look beautiful, Miss Babcock," he said calmly to his reflection.

"Your hair looks lovely..."

"What on earth are you droning about, Rochester?" muttered a grumpy voice.

Niles turned slowly. Standing in front of him was the woman he had been thinking about. She looked even more stunning than usual, clad in a black Prada dress and strappy heels, quite a change from her usual businesslike suits.

He gulped silently and tried not to stare at her long legs.

"Good afternoon, Miss Babcock," he managed to croak. "You look... lovely today."

CC's eyes narrowed in suspicion.

"Since when do you ever compliment me, Butler Boy?" she asked warily. "What's wrong... have I got a run in my tights or something?"

With great effort, Niles swallowed the insults that were coming to mind.

"No, not at all. I was merely being observant," he replied, lowering his gaze to the counter and studying the onions he had been chopping earlier. It was the only way he could stop himself from staring at her.

CC laughed bitterly. "Oh, God. The servant is being nice to me. What does that mean? I'm dying, aren't I?"

Her careless remark echoed throughout Niles' brain, repeating itself over and over like a Sanskrit mantra.

_Servant... servant... servant..._

It wasn't as though she'd never described him as such before, but he suddenly felt a wave of anger bubble up inside him. Was that all she thought of him as? Was that all she could _ever _think of him as? A mere servant?

"I prefer the term domestic extraordinaire, thank you very much," he replied stiffly, as he picked up his knife and resumed his chopping.

CC snorted. "Domestic extraordinaire? Who are you trying to kid? That's just a fancy nickname for Mr Clean!"

Her stinging barb hit its mark.

Niles swallowed hard. "I've got to get out of here. Onions," he said with a sniff, hastily leaving the kitchen before the Ice Queen could see his tears.

**XX**

CC watched Niles leave the room, feeling more than a little confused. Perhaps she'd been mistaken, but she thought she'd caught sight of a glimmer in his eyes that didn't look like a reaction to onion vapour. The glimmer had looked almost like... tears in his eyes?

She hastily dismissed the preposterous idea. What on earth could she have said that would make Benson cry?

_You called him a servant, _a little voice in her head piped up.

_Well, he is one, _CC argued with herself. _I wasn't making fun of him – I was just stating a fact._

_You were making fun of him, _retorted the little voice. _What you said was cruel and demeaning and you know it._

"Right. Like he's never said anything cruel and demeaning to me," CC said aloud, surprising herself with her defensive tone.

_So you admit what you said was cruel and demeaning? _

CC winced and ignored that last comment. Damn, her conscience was annoying. When had it suddenly acquired a voice, anyway?

If truth be told, CC _knew _that what she had said to Niles had been particularly cruel. Sure, she'd made similar comments to him many times before, but they had mainly been said in retaliation or in jest. Calling him a servant when he had done nothing to provoke it, and in that malicious tone of voice, on the other hand... That wasn't right and she couldn't justify it, even to herself.

_So why did you do it? _the little voice in her head persisted.

CC hesitated, part of her reluctant to confess why she had said what she had, even to herself.

The truth was that she was starting to look at Niles differently and that realisation terrified her.

Last night, she'd been blown away by how handsome he'd looked, descending the stairs with Nanny Fine. She'd been so used to seeing him in off-the-rack suits and aprons, that she almost hadn't recognised him. In his Armani suit and wing-tip shoes, she couldn't help observing that he scrubbed up _very _well.

As he joked and flirted with the potential female backers at the party, she'd been impressed by his ability to schmooze. No, it was more than just schmoozing. He had a natural charm and affability that surprised CC – she had never seen that side of him before.

When he'd come near her, she'd found herself inhaling the scent of his expensive masculine cologne. And when he had started to sing... oh, God, his voice was _amazing._

She had recognised the song instantly. She'd heard it sung at the wedding of one of her sorority sisters and had been moved by the poignant and meaningful lyrics. In a moment of fleeting romanticism, she'd imagined having it sung at her own wedding one day and then laughed at the thought of ever finding a man to marry.

To hear that song being sung by _Niles, _of all people... looking unusually debonair in his expensive suit, singing with that incredible voice and staring straight at her as he did so...

Well, to say that she had found the experience a little unnerving would have been the understatement of the century. For the first time, she had seen Niles not just as Maxwell's butler, but as a _man._

That was when she had left the party, convinced that she'd been drinking too much and that she needed to clear her head. Little did she know that Niles would come outside and find her.

She swallowed hard as she thought back to their short time together in the moonlight. She might be a jaded cynic but she couldn't deny that the romantic setting had swayed her somewhat. There was something about the golden glow of moonlight and being alone with a handsome man...

Even CC Babcock wasn't immune to briefly wondering what might have happened, had she and Niles been two different people.

_And that was what it all came down to, wasn't it? _she thought with a sigh. They were in different classes and came from two different worlds. Blue-bloods and domestics weren't supposed to mix.

She could almost hear her mother BB admonishing her now for even _contemplating _romance with a butler.

"You're a Babcock, dear. You owe it to the family name to marry someone of your class."

CC found herself straightening determinedly and squaring her shoulders, as though her mother was actually there in person. She _was _a Babcock and it was time that she remembered it. It wasn't as though a dalliance with the help would have been looked upon unfavourably – her father had had plenty of those – but she wasn't getting any younger and she didn't have time to waste.

She must have been insane for feeling guilty about calling Niles a servant – that was what he was and that was all he would ever be. In fact, it was a wake-up call for her. Calling Niles a servant had reminded her that she could not allow her obviously deranged attraction to him go any further.

She needed a man who was independent, financially secure and most importantly, part of her world. Niles the butler could not and never could be that man.

**XX**

Having recovered his composure, Niles was ready to head back to the kitchen, but sincerely hoped that CC had already left. He was in no mood to face her taunts, especially when he had already resolved not to respond to them.

He was relieved when the phone rang suddenly, postponing his return to the kitchen.

"Good afternoon, Sheffield residence," he said politely.

"Hello, is that Niles? This is Elizabeth Carmichael. We met last night at Maxwell's party."

Niles didn't have to rack his brain too hard. He remembered the statuesque brunette beauty very clearly.

"Why, hello, Miss Carmichael. Mr Sheffield is out at present..."

"It's just Elizabeth," she corrected. "And I didn't call to talk to Maxwell. I called to talk to _you."_

Niles was flabbergasted.

"You called to talk to _me_?" he croaked, wondering why a rich socialite like Elizabeth Carmichael would want to talk to _him._

"That's right," she said calmly. "I was actually wondering if you'd like to have dinner with me tonight."

Niles had to pinch himself to ensure that he wasn't dreaming. Had a wealthy heiress who could have her pick of investment bankers and lawyers really just asked him out?

"Uh, what did you have in mind?" he asked cautiously.

"I was thinking of dining at Sky. Do you know the place?"

_Know the place?_

Sky was one of the hottest and therefore most expensive restaurants in Manhattan. It was a popular hangout for the rich and famous and was owned and run by a Michelin-starred chef. Niles would have had to sell a kidney to ever have the opportunity to walk through the entrance and even a millionaire like Mr Sheffield would be on the waiting list for a table.

"Yes, I've heard of it," he answered carefully, not wishing to sound gauche in front of Elizabeth.

"What do you think, then? Will you do me the honour of being my dinner companion this evening?" she asked flirtatiously.

Niles hesitated. It seemed wrong to go out with one woman when he was desperately in love with the other. But then again, it wasn't as though he actually had much of a chance with her. CC didn't appear to reciprocate his feelings in the slightest.

_She'd made that clear when she'd called him a servant_, he thought resentfully. He didn't owe her anything. And here was a beautiful heiress wanting to have dinner with him at one of the most expensive restaurants in town. He would be crazy to decline her invitation.

"I'd love to go, Elizabeth," he said decisively.

"Oh, lovely! My limo will pick you up at 7:30, if that's alright."

"That would be wonderful," Niles responded, a little taken aback by how fast this was all moving.

As he hung up the phone, Niles briefly wondered if he was doing the right thing. But then he pictured the scornful derision in CC's eyes as she'd called him a servant and ignored the mixed emotions stirring in his heart. Perhaps going out with another woman would be a positive thing.

It gave him the opportunity to focus on someone else besides CC and the hope that he could finally shake off these crazy feelings he had for her. For all he knew, Elizabeth could turn out to be the woman of his dreams. He could be the future Mr Elizabeth Carmichael!

And at least, if nothing else, he was getting a free dinner.

_**Author's Note: Sincere thanks to rx9872, Niles' CC, the-reverie, Starry Peaches, light-my-lumiere and erudite-graft for your reviews. They are greatly appreciated!**_


	7. Intentional Eavesdropping

"Wow, you look so handsome, Niles!"

"Looking good, old man!"

"Hubba hubba!"

After a long day in the office, CC had been ready to head home, but the voices in the kitchen aroused her curiosity. Wondering what all the fuss was about, she almost walked into the kitchen... and then hesitated. Remembering her earlier encounter with Niles, she wasn't sure if it was a good idea for her to go in.

Instead she furtively glanced around, quietly put her bag and briefcase down and put her eye to the keyhole.

She gasped softly when she saw Niles. For the second time in a couple of days, she realised just how handsome he actually was.

Attired in a charcoal gray Hugo Boss suit that she was _sure _Butler Boy couldn't afford, he was patiently standing still as Nanny Fine helped him put on a pair of gold cufflinks.

"There!" Fran said in triumph, as she finished and stepped back to look at her work.

"You look fabulous. Elizabeth Carmichael is going to be lucky to have _you _as her date tonight!"

_Elizabeth Carmichael? Going on a date with Niles?_

CC was _floored. _

The brunette had wealth, beauty, charm and connections to the crème de la crème of New York society.

_Why on earth was she going out on a date with Rochester?_

"I'm a bit nervous," Niles confessed, pulling anxiously at his collar. "I've never dated a society queen before. What do I _do?"_

"Enjoy the free food, drink the free booze and then take her back to her place for some... alone time," Brighton said with a blissful grin on his face, clearly imagining his own dream date.

"Brighton!" Maxwell exclaimed, sounding slightly appalled.

He turned to his wife. "Do you hear what your son is saying?"

"Oh, so when he's being a smart-ass, he's _my _son..." Fran taunted.

Max glared at her. "Taking a woman back to her place on the first date is hardly the type of behaviour I want to encourage. _Especially _in front of the children."

"Honey, they're hardly children now!" Fran chided.

She ruffled Brighton's hair affectionately. "Besides, B here is too smart to do that on _his _dates."

"Yeah, like I wouldn't jump at the chance if some girl invited me back to her place," Brighton muttered under his breath.

Fran continued as though she hadn't heard him. "Yep, our B is too smart to be getting up to any mischief... because he _knows _Grandma Sylvia and Yetta will be giving him the sex talk and lectures on how to use protection otherwise. And Yetta will make surehe knows how to put a condom on properly..."

Brighton's face paled at the thought and CC almost laughed out loud at the boy's obvious discomfort.

"I'll be good," he managed to croak, before turning away and frantically running upstairs.

Fran shot her husband a sassy smile. "And _that _is how you scare a teenage boy into behaving."

"Brilliant as always, darling," Max murmured with a smirk. He put his arm around his wife and stole a quick kiss from her.

CC almost sighed out loud upon witnessing this. She had long grown out of her silly infatuation with Maxwell, but seeing the loving expression on his face as he kissed Nanny Fine... Oh, how she wished she had someone who would look at her adoringly like that!

"So, where are you going tonight, Niles?" Maggie asked eagerly.

Niles hesitated a tad before replying. "We're having dinner at Sky at 7."

"Oh, my God!" shrieked two simultaneous voices. CC winced and shrank back, wishing she'd had a little warning to cover her ears.

"I can't _believe _you get to go to Sky. All the coolest celebrities hang out there," Maggie remarked, with distinct envy in her voice. "We _never_ go anywhere like that."

Max looked affronted at his daughter's careless remark. "I beg your pardon, Margaret," he said stiffly. "We've been to some star-studded hangouts before."

He looked at his wife for support. "Haven't we, sweetheart?"

Fran was too busy staring goggle-eyed at Niles.

"_Barbra_ eats there," she whispered reverently. "It's her favourite restaurant in New York. She could be there tonight! Oh, can I go with you?" she pleaded.

"You don't want to be a third wheel on Niles and Elizabeth's date, Fran," Maggie admonished, sounding extremely grown-up all of a sudden.

Fran ignored her stepdaughter and continued to beg. "Oh, _please, _Niles? I won't eat anything, I promise – but if Elizabeth offers, I could go for some of their specialty lobster thermidor..."

CC wondered why she was still here, eavesdropping on Nanny Fine's babbling.

"It's not like I don't have a million and one things I should be doing right now," she told herself firmly. She had to battle the traffic on the way home, feed Chester, follow up on some potential investors...

She picked up her bag and briefcase and walked determinedly out the door.

**XX**

The traffic seemed much more heavy than usual that evening and CC sighed impatiently.

"Can't you make this cab go any faster?" she snapped at the driver.

"Sorry, lady, no can do. Not without causing an accident, anyway," the driver drawled.

Fifteen minutes later, they had barely moved a few inches forward.

"Oh, this is ridiculous! I'd rather walk," CC huffed, collecting her belongings and throwing a few bills at the driver.

"Suit yourself," he answered with a shrug.

CC picked up her belongings and began trekking home. She was starting to wish she hadn't been so hasty to get out of the cab; her black Chanel pumps were definitely not made for walking.

"CC? CC Babcock, is that you?"

CC turned slowly and gaped in astonishment when she saw who was calling her.

"Why, hello, Chandler," she purred, self-consciously tucking falling tendrils of blonde hair behind one ear. "Long time no see."

She and Chandler had dated on and off for the past year or so, but it had never been anything serious. In light of her current crush on a domestic, however, CC was starting to think that had been a mistake.

"Well, we'll have to rectify that, won't we?" he said with a pleasant smile. "I know it's only a few hours away, but would you have dinner with me tonight?"

CC's mind began to race furiously. She really shouldn't be going anywhere tonight. She had clients to fax, a dog to feed... not to mention all the preparation she would have to do if she was going out on a date with _Chandler... _

Then she remembered that _Niles _had a date tonight and somehow that made all the difference.

"Yes, Chandler, I'd love to have dinner with you," she said determinedly.

"Excellent. When and where? You name the restaurant," Chandler replied.

CC didn't even have to think about it. The words tumbled out of her mouth, almost as if by magic.

"Let's go to Sky."

_**Author's Note: Thanks to slm38, arty60, the anonymous reviewer, LaurenLaneLover, rx9872, EspoirDio, the-reverie and SVUBONESNANNY for your reviews! **_

_**Sorry that this chapter is shorter than usual. I hope you're still happy to have an update and that you enjoy reading it anyway. =)**_

_**Want to find out what happens in the next chapter, when Niles and CC go on their dates in the same restaurant? You know what to do – review. ;)**_


	8. True Colours

The doorbell rang promptly at 6:30 that evening.

CC quickly spritzed her wrists with a dash of her favourite perfume and slipped into a pair of black peep-toe heels.

She gave herself a cursory glance in the mirror and was satisfied by her reflection. Three hours of primping had definitely paid off. She knew she looked damn good and was confident that Butler Boy... uh, Chandler... would think so too.

When she opened the door, the look of confirmation in his eyes was all she needed.

"CC, you look wonderful!" he said in admiration, presenting her with a bouquet of yellow roses.

"Why, thank you, Chandler," CC purred, accepting the roses and a chaste kiss on the cheek.

She picked up her beaded clutch and left the bouquet carelessly strewn across her coffee table.

"I'm ready! Let's go," she said, smiling brightly at her escort.

Chandler raised an eyebrow. "Aren't you going to put those in a vase?"

"Oh, of course... how silly of me!" CC exclaimed.

As she made her way to the kitchen sink to fill a glass vase with water, she frowned slightly.

Although she knew she looked good, she actually felt very ill at ease. At that very moment, Niles would be picking up Elizabeth Carmichael for _their _date. And although she was desperately trying not to think about it, she couldn't help but wonder how it was going.

Nanny Fine had talked Maxwell into lending Niles his driver and the use of his stretch limousine for the evening, so CC knew that he and Elizabeth would be travelling to the restaurant in style.

She wondered if Niles had brought Elizabeth flowers, and if so, what kind. Although she would never mention this to Chandler, she _hated _yellow roses. She always thought of those flowers as the kind you'd give to your sick grandma... not to a date.

She wondered if they were sitting in the limousine and drinking champagne right now. She wondered if perhaps they had gotten past the awkward moments of a first date and were sharing physical affections. Maybe right now they were _kissing..._

The vase slipped from CC's hands and crashed to the floor, shattering into tiny fragments.

"CC, are you alright?" Chandler asked anxiously, instantly at her side. He looked helplessly at the shattered vase, which was clearly beyond repair. "I suppose your maid can clean that up?"

"I suppose so," CC said woodenly. Inside, she was suddenly seething. There was a perfectly good broom next to her fridge. If Chandler was really interested in helping her, would it have been so difficult for him to grab the broom and sweep up the broken pieces?

Unconsciously she remembered a similar occasion in the Sheffield mansion, in which she had accidentally dropped a glass in the kitchen. Although Niles had made a snide comment about her 'butterfingers', he'd instantly started picking up the pieces for her, waving off her help in case she got hurt by the broken glass.

"Oh, don't be silly," a little voice in her head taunted her. "He's the _butler. _It's his _job _to clean up broken glass."

"CC, speak to me! Are you alright?" Chandler asked in concern. "Look, if you're not feeling well, perhaps we can stay in and get some food delivered. I can cancel the reservations at Sky."

At the mention of their reservations at Sky, CC suddenly sprang back to life.

"No, no, I'm fine," she insisted, quickly sneaking a glance at her wristwatch. "We definitely don't want to be late for those reservations – we should go now."

"Are you sure? I'm perfectly happy to stay here, if you are," Chandler murmured. "Perhaps we could get some wine, get comfortable..." He winked at her slyly, leaving no doubt as to where _he _was hoping their date would lead.

CC's eyes widened in alarm. She hadn't stopped to consider what might happen at the end of the evening. She'd only been thinking as far as dinner.

"No, no, I'd much rather go out," she said quickly. She hastily picked up her clutch again and headed out, leaving a bemused Chandler to turn the lights off, shut the door and follow her.

**XX**

As soon as Niles and Elizabeth walked into Sky, the staff immediately began fawning over them.

"How lovely to see you again, Miss Carmichael!"

"It's been such a long time since your last visit, Miss Carmichael!"

"We're so pleased to have you dining with us this evening, Miss Carmichael!"

Elizabeth responded graciously to each person who greeted her, and Niles couldn't help but be impressed by her politeness and warmth.

"I feel like I'm dining with a celebrity tonight," he whispered in her ear.

She laughed easily. "Oh, it comes with the Carmichael name, I suppose. Nothing to do with me, personally."

"Your table is ready, Miss Carmichael," the head waiter said deferentially. "Would you care to follow me?"

Niles gawked at the interior of the restaurant. It looked like a palace and it was like nothing he'd ever seen before.

They were seated at what was obviously Elizabeth's usual table, beautifully decorated with an elegant candelabra festooned with flickering candles, a rich linen tablecloth and elegant tableware.

The waiter began reciting the house specials in French and Elizabeth looked at Niles apologetically. "Would you like me to translate?"

"No, that's not necessary," Niles said with a smile. Turning to the waiter, he began to speak in fluent French, querying about the quality of the oysters and the freshness of the lobster.

Elizabeth stared at him, wide-eyed. "You speak French?"

Niles grinned. "Oh, yes. You wouldn't believe it with this British accent, but I'm actually half-French."

A smile curved her lips. "You are full of surprises, aren't you?"

"Oh, just wait and see what I have in store," Niles responded flirtatiously.

By the time that the waiter brought their perfectly cooked entrees to the table, Niles was no longer feeling nervous about having dinner with Elizabeth. She was proving to be a superb dining companion and they were getting along very well.

Taking a bite of his saffron prawn linguine, he found himself smiling. It was turning out to be a great night, after all.

**XX**

"Here we are at last," Chandler said with a smile, as they entered the restaurant.

"Yes, at last," CC replied, echoing his sentiment, although perhaps not in the way that he had intended it.

The drive to the restaurant had been downright dull. Chandler had talked endlessly about his business and investors and then more business talk and more investors talk. CC couldn't even remember getting a word in edgewise. In fact, she had almost nodded off to sleep at one point... and Chandler hadn't even appeared to notice!

Had he always been this dull?

"I'm sorry, sir. We can't find any record of a reservation for you tonight," the head waiter said politely, interrupting CC's musings.

"What? That's not possible. I had my personal assistant book them four hours ago!" Chandler exclaimed.

The head waiter shook his head. "I'm sorry, sir. We do not have a record of a reservation for you this evening. And we are fully booked tonight, in any case."

"I want to speak to your manager," Chandler snapped angrily. The head waiter looked at him dubiously.

"Now!" he growled.

"Yes, sir, I will go and find him," the waiter replied.

As soon as the waiter had disappeared, Chandler turned his frustration upon CC.

"Can you believe that? Saying I hadn't got a reservation. They must have screwed it up somehow..."

"Do we really have to stay and see the manager? Maybe we should just go back to my place after all," CC said hesitantly. Although she really didn't want to go home, she was even less keen to see Chandler arguing with the manager of Sky. The longer she was spending with him, the less appealing he was becoming.

An immaculately dressed man in his mid-fifties entered the room and looked at Chandler. "My name is Kenneth Stott and I'm the manager here. Is there some sort of problem?"

"There bloody well is a problem," Chandler sputtered. "I had my personal assistant make a reservation here four hours ago and now your people are saying there's no record of it. I want this fixed, pronto."

Mr Stott didn't flicker an eyelash. "Of course we want this rectified, sir," he said politely. "Perhaps you would like to use our phone to call your assistant? She may have booked the reservation under a different name."

Still grumbling, Chandler followed Mr Stott to the restaurant phone, where he dialled his assistant's number and insisted on putting it on speakerphone, so that all the restaurant staff could hear who was at fault.

CC sank down onto a chair, fanning her flushed face with a menu. God, this was embarrassing.

"Hello?" came the tinny voice of Chandler's assistant Rebecca over the line.

"Rebecca, hello," Chandler said smoothly. "I'm currently at Sky right now, and we're having some troubles with the reservations. Would you mind telling the staff what name you booked under?"

There was a pause and then a gasp. "Oh, dear! I meant to book your reservation this afternoon, but got distracted by Mr Winters, who wanted me to fax some files to New York. I'm so sorry! I completely forgot!"

The smug look on Chandler's face quickly faded as he realised just _who w_as at fault.

Hanging up quickly, he smiled hopefully at the impassive Mr Stott.

"I don't suppose you see a reservation _now, _do you?" he asked, pulling out his wallet and holding up a hundred-dollar bill.

Mr Stott looked at Chandler's money stoically and sniffed, obviously unimpressed. "No, sir. I do not. And if you don't have a reservation, I'm going to have to ask you to leave."

"No!" CC cried impulsively. She'd wrangled her way into Sky for one reason and one reason only... and she would _not _go home until she had the opportunity to see that reason in action.

Suddenly aware that all eyes were on her, she blushed. "Uh, I mean, we're good friends of Elizabeth Carmichael and I happen to know that she's here tonight and that her usual table seats four. Could we possibly join her?"

Mr Stott looked thoughtful. "I will see if that is alright with Miss Carmichael," he said finally.

"Good thinking, babe," Chandler hissed. CC didn't deign to reply. She was too busy worrying about what Elizabeth would say... and what _Niles _would think.

Would he let her interrupt his date?

_**Author's Note: Thanks and appreciation go to slm38, the-reverie, shyangel65, rx9872, laurenlanelover, mewkazarinu2004 and arty60 for reviewing the last chapter. I love hearing that you're enjoying the story. Reviews are truly the icing on the cake for me and they do encourage me to write faster!**_


	9. Damsel In Distress

It seemed like almost an aeon before Mr Stott finally returned to the lobby where Chandler and CC were waiting.

"So what's the story, Stott?" Chandler boomed, as the manager entered.

CC winced at the loudness of his tone. And what was up with Chandler calling the man by his surname? Could he be any more crass? She would _never _have expected a man of Chandler's breeding to behave in such a rude and inordinate manner.

Mr Stott politely ignored Chandler's outburst and extended his arm to CC.

"Miss Carmichael has agreed to have you seated at her dinner table as her guests," he said formally. "Please follow me."

CC accepted the man's arm and followed him to the dining room section of the restaurant, only half-conscious that Chandler was behind her. Part of her was incredibly relieved that Elizabeth had said yes and that she and Chandler wouldn't be forced to make an embarrassing exit. But the other part of her was sick with nerves, wondering what it would be like to have dinner with Niles and his _date._

Elizabeth was standing up and ready to greet her unexpected dining companions when they arrived.

"Here are your guests, Miss Carmichael," Mr Stott said politely as they approached her.

Elizabeth smiled warmly. "CC, how lovely to see you again! And I do believe I've met your friend before... Chandler, isn't it?"

"The pleasure is all mine, Miss Carmichael," Chandler replied with a dazzling smile. CC scowled, knowing that he was putting on the charm because of Elizabeth's wealth and connections.

_What a schmooze, s_he thought sourly, and then frowned as she realised that she had been guilty of the very same sin. What else did she do at Maxwell's backer parties?

Elizabeth looked absolutely stunning in a red silk Versace dress, glittering diamonds in her ears and at her neck. CC had felt confident in her appearance at the beginning of the evening, but was now feeling less sure of herself.

She wondered what Niles would think, seeing the two of them together, and then she froze. She'd just realised that Niles wasn't standing with Elizabeth. He wasn't even at the table.

Had he left early? Had he stood Elizabeth up?

"Are you alone, Elizabeth?" she asked cautiously, cursing herself inwardly for her forwardness. But she _had _to know why the one person she had come to see was not present.

Much to her relief, Elizabeth didn't appear to find her question awkward at all. "No, I'm having dinner with someone. But he excused himself to take a phone call... oh, about five minutes ago."

"CC, please. As if a charming lady like Miss Carmichael would be alone!" Chandler interjected.

"Call me Elizabeth, please," she urged, blushing at Chandler's flirtatious tone.

"A beautiful name for a beautiful woman," he said lightly.

CC just rolled her eyes and looked away. She wondered what was taking Niles so long. Who could he be on the phone with?

**XX**

Niles made sure that the men's room was empty before he stepped cautiously inside, phone in one hand.

"Alright, I'm free to talk now."

"Oh, good!" Fran gushed eagerly on the other end of the line. "So, how's the big date going? Tell me _everything."_

"It's been a perfectly pleasant evening."

Fran snorted. "Perfectly pleasant? Why are you British so afraid of expressing your feelings? C'mon, Niles, dish!"

"Well, the saffron prawn linguine was delicious. I believe I could recreate the recipe at home if I tried..."

"Hang on a second," Fran said shrewdly. "Either your date's been really juicy and you're just not telling me the details... _or _you're not really having that great a time."

"I didn't say that!" Niles protested. "Elizabeth is a very nice woman and our evening together has been just fine!"

He could almost see Fran shaking her head in response.

"Honey, do you hear the words you're using?" she chided. "Perfectly pleasant... fine... those are not the words of a man who is enjoying himself!"

Niles silently cursed Fran for her astuteness.

"It's not like that at all! I'm having a lovely evening with Elizabeth. She is a wonderful woman and under different circumstances..."

He paused, realising that he'd said too much.

Fran pounced on his words instantly. "Under different circumstances? And what different circumstances would those be?"

"Listen, I'd better go," Niles said desperately. "Elizabeth must be wondering what's taking me so long..."

There was a pause. "Oh, Niles, I see what you mean by different circumstances. You mean if you weren't in love with Miss Babcock..."

"That's preposterous!" Niles sputtered. "You've been reading too many romance novels lately."

Fran sniggered knowingly. "Sweetie, if this was a romance novel, by now you'd be ripping off Miss Babcock's dress and doing unspeakable things to her in the parlour."

Niles swallowed, unable to say anything. The scene Fran portrayed was a little too close to his fantasies for comfort.

"There can never be anything between Miss Babcock and myself," he said stiffly instead. "She's made it perfectly clear that we're in different classes. We can never get involved, romantically or otherwise."

"Methinks the gentleman doth protest too much," Fran declared smugly.

Niles raised an eyebrow in surprise. "You know Shakespeare?"

"Well, I _am _married to an Englishman. It had to sink in sooner or later," Fran chirped.

Niles couldn't help but smile. "Well, it's been delightful talking to you, but I had better get back to Elizabeth."

"Oh, _alright_," Fran said petulantly. "But you'd better fill me in on all the goss later!"

"Will do," Niles said lightly, although he sincerely doubted there would be any gossip to tell his friend in the morning.

Hanging up, he exited the men's room and began to make his way back to the table.

Looking at their table from a distance, he frowned. There were two other people sitting with Elizabeth now, a man and a woman. The silhouette of the woman seemed somewhat familiar, but he couldn't figure out who it could be. Some socialite friend of Elizabeth's, no doubt.

Part of him was slightly miffed that his dinner date with Elizabeth would no longer be one-on-one and the other part of him was relieved. As lovely as Elizabeth was, he knew in his heart that she was not the one for him, and he'd secretly wondered if he was leading her on in any way. Perhaps the dinner conversation would flow more easily with other people present to move it along.

"Oh, good, you're back," she said eagerly as he approached the table. "I hope you don't mind that we have company now."

"Of course not," Niles responded cordially. He turned to greet their unexpected dining companions.

"How do you do..."

The words stuck in his throat. For sitting at the table was the woman he had secretly been thinking about all evening – CC Babcock.

**XX**

"I believe you've met Chandler before..."

Forcing himself to keep up with the conversation, Niles nodded, still feeling slightly dazed. "Ah, yes, I do believe your face looks familiar."

The man frowned, studying Niles' face closely. "I'm sorry, I don't believe we have met. But pleased to make your acquaintance, all the same."

Niles bit back a mocking retort. He knew Chandler very well... he'd had to dance attendance on him at one of Mr Sheffield's parties. Chandler had gotten hopelessly drunk and Niles had been forced to sneak him out the back door and get him into a cab. But Chandler clearly didn't recognise Elizabeth Carmichael's immaculately-dressed date as the butler who had held his head over the toilet as he spewed. But perhaps it was better that way.

"And of course you know CC."

"Of course," Niles echoed. He raised his eyes to hers. "What a surprise to see you here tonight."

For some reason, she blushed at this remark and ducked her head slightly. "Oh, you know... I've heard good things about this place."

"CC absolutely _insisted _that we come here," Chandler drawled. "It was a hard task getting reservations this late, I must say."

He placed his hand possessively over CC's. "I'd say you owe me pretty big, don't you, darling?"

"Well, you didn't actually _get _reservations," CC pointed out with a scowl, removing her hand from Chandler's grasp.

Niles eyed this with interest. _Trouble in paradise? _he wondered.

Chandler's face reddened at this. He clearly was a man who didn't enjoy being corrected.

Fortunately the waiter arrived then with a bottle of Krug champagne and this seemed to diffuse the situation.

Chandler eagerly downed the first glass of champagne... and then another... and then another.

Niles felt uneasy about the vast amount of alcohol that the man was consuming. He reassured himself that at least this time; he wouldn't be expected to look after him.

CC also noticed the amount of champagne that Chandler was drinking and it alarmed her.

"You might want to take it easy there, sailor," she whispered as Chandler asked the waiter for another bottle.

"Oh, lighten up," he said cheerfully, with only the slightest hint of a slur. "We're all enjoying it, aren't we, Elizabeth?" He winked lasciviously at the beautiful socialite.

"Absolutely!" Elizabeth said with a giggle, clearly underestimating the seriousness of the situation.

CC winced. Uncharacteristically for her, she had refused to drink anything more than a quarter of a glass of champagne that evening. She reasoned that Chandler was drinking more than enough for two of them.

She tried to ignore Niles' very obvious looks of disapproval and forced herself to endure small talk with Elizabeth and focus on her meal instead.

**XX**

By the end of the evening, Chandler was well and truly sloshed. There was no way that he could drive home in his condition. Unfortunately he didn't agree.

"C'mon, CC, let's get outta here," he said, slinging his arm around his reluctant date and leading her to the parking lot.

"No, I'm not getting into a car with you, Chandler. You're drunk, you shouldn't be driving," CC admonished sternly.

"Nonsense!" he said. "Do I _look _like I'm drunk?"

CC scrutinised him carefully. She had to admit that Chandler didn't _look _drunk, but she knew how much alcohol he'd been drinking that evening and he didn't seem all that steady on his feet.

"Yes, you do," she said coolly. "Now be sensible and get in a cab. I'll have one of the waiters drive your car home."

She turned away, but he gripped her arm firmly. "I'm not getting into a cab!" he argued. "I'm driving my car home and _you're _coming home with me."

CC suddenly felt afraid. She glanced around for some kind of help, but the parking lot appeared deserted. Oh, why had she brought a tiny clutch instead of the usual big handbag that held her pepper spray?

"I'm not going with you," she said firmly, trying to wrestle herself out of Chandler's vice-like grip.

"Oh, I think you are," he corrected. "I told you that you owed me for making us come here tonight and I reckon you need to pay your dues."

He opened the passenger door of his car and tried to push CC inside. Just as she was wondering if she could stamp on his foot with her heel, she heard a familiar and welcome voice behind her.

"Back off, Chandler. The lady said no."

_**Author's Note: Thanks to Arcadiax, the anonymous reviewer, shyangel65, the-reverie, mewkazurinu2005, laurenlanelover, nrfan, bogiedevil, rx9872 and T41 for reviewing the last chapter. **_

_**I think I've mentioned this before, but I usually never update the same story twice in a row. This is the second time that I've done it for this story, however, because I'm so glad that people are enjoying it and taking the time to tell me. =)**_

_**I also contemplated postponing the posting of this chapter until the weekend, but I was just too excited about it and couldn't keep you waiting any longer. Please keep those reviews coming! =) **_


	10. Knight In Shining Armour

"Niles!" CC gasped in astonishment. _What was he doing in the parking lot alone? Where was Elizabeth?_

Chandler spun around at CC's gasp and his face darkened visibly when he caught sight of Niles.

"This needn't concern you, old man," he muttered. "Just walk away and leave us alone."

"I'm not walking away without that woman," Niles replied coolly, bravely standing his ground. "She doesn't want to go with you and you know it."

Chandler snorted. "Do you _really w_ant to get in a fight with me?" he challenged derisively, running a scornful eye up and down Niles' physique. From the smirk on his face, he apparently thought it would be an easy contest.

"No, I don't," Niles replied honestly, not flinching at Chandler's mocking tone. "I don't believe in fighting for the sake of it. But I will fight when there's something fighting for."

As he spoke, he glanced meaningfully at CC. She inhaled sharply, moved by his words.

_Something worth fighting for? Was he just being chivalrous... or could he possibly mean something more? _

She was forced back into reality with Niles' next words, delivered in a calm and surprisingly authoritative tone. "Let her go."

Chandler loosened his grip on CC and took a threatening step towards Niles.

"Do you know what I do to people who cross me?" he growled belligerently.

CC shuddered involuntarily at the expression of hostility in Chandler's eyes. At first, she had considered him harmless, just a little too drunk. Now she wondered if he might actually be dangerous.

She also wondered how she could possibly have ever found him attractive. Had it really only been a few hours since he'd picked her up for their date?

"I don't know, but I'm not sticking around to find out," Niles replied.

Before Chandler could react, Niles revealed what he had been hiding behind his back – a can of pepper spray – and squirted it directly into Chandler's eyes.

Chandler exclaimed in shock, doubling over from the pain.

CC stood frozen, feeling as though she was in a dream.

Niles quickly strode to her, took her arm and pulled her out of her trance.

"Come on, it's time to go home now," he said gently. And CC obediently allowed him to lead her away. She didn't look back.

**XX**

Niles brought her back to the restaurant, where a slightly frazzled-looking Elizabeth was waiting in the lobby. She breathed a noisy sigh of relief when she caught sight of Niles.

"Thank God you're here! I've been looking for you everywhere! Where have you been?"

"Outside," Niles replied evasively, his eyes shifting towards CC.

Elizabeth noticed his change in demeanour and narrowed her eyes suspiciously.

"What are you still doing here, CC? I thought you and Chandler had left a long time ago!"

CC bit her lip, unsure of how to respond. Niles saw her hesitation and gallantly came to her rescue.

"Unfortunately Chandler isn't feeling too well. I'm afraid he's had a bit too much to drink, so we've left him to his own devices."

"Oh, I see," Elizabeth said, looking slightly confused. "So he's not coming with us, then?"

"No, but _she _is," Niles replied, nodding towards CC.

"I'm perfectly capable of getting home by myself," CC protested. "It's not like _I_ had too much to drink tonight."

"For once," Niles said teasingly.

"Oh, shut up, Benson," she hissed playfully in response.

"Make me, Brunette," he taunted.

**XX**

Elizabeth watched their banter with more than a slight degree of apprehension.

She'd enjoyed her date with Niles very much. Rather more than she'd expected to, really.

His good manners and congenial charm had impressed her greatly and the conversation between them had flowed quite easily.

Elizabeth was tired of dating the same playboy types who had nothing more on their minds than wealth and women. She longed to have a _real _relationship with someone who genuinely cared about her and not just her money. Scandalous as she knew it would be to New York's rich and famous, tonight's dinner had made her wonder if Niles could be that man.

But seeing him playfully arguing with CC led her to speculate otherwise. She couldn't help observing the sparkle in CC's eyes as she tossed an insult to Niles, the smirk on his face as he turned the insult upon her. ..

Why, one would have to be blind to not notice the chemistry between these two! They seemed to have forgotten she was in the room.

Elizabeth was accustomed to getting what she wanted. The only child and heir of the Carmichael dynasty, she had always been indulged and from a young age, had her every whim catered to.

This was the first time she had ever been on a date with a man and not been the centre of attention.

Part of her was unwilling to let Niles go without a fight. She toyed briefly with the idea of having CC as her rival.

The woman was a formidable opponent, no doubt, but Elizabeth had strong faith in her charm and connections. She knew that Niles had enjoyed her company that evening and he had definitely acted as though he was interested in her.

But even as Elizabeth considered the idea of fighting for Niles, she knew it would be futile. There was no point in taking part in a battle when she already knew what the outcome would be.

She'd caught Niles sneaking glances at the older woman all throughout dinner and the gaze in his eyes was far more than adoration or simple lust. It was pure, unadulterated love. Elizabeth knew she could never compete with that.

And as CC and Niles continued to banter, Elizabeth picked up her purse and silently walked away.

**XX**

"Servant!"

"Chicken!"

CC paused at Niles' latest taunt and thought back to the moment he was referring to. She had once thought of that evening as the most humiliating moment of her life.

She shook her head ruefully as she remembered clucking like a chicken, thinking she was turning Maxwell on. Once upon a time, she had been completely obsessed with her business partner... now, she could see that they never would have made a good match.

Even when she had been head over heels over him, CC had always known that Maxwell would end up with the nanny. At first she'd thought Fran's flashy clothes and exuberant manner was what had attracted Max to her, but over time, she'd come to see that Max and Fran fit together in a way he and CC could never have done.

Sometimes she thought that she had never really had real feelings for Maxwell. Perhaps she had harboured him in her heart for so long because deep down, she knew he was unattainable and that he would never be hers. He was a _safe _person to be attracted to – there had never been any chance of them getting together. Because CC Babcock had learnt too many times that opening her heart always led to it getting broken.

Her father had been the first person she'd trusted with her heart. While her mother had been cold and unapproachable, Stuart Babcock was warm, charming and congenial.

CC had always been a daddy's girl. From the moment she could walk and talk, she remembered toddling after her father, playing in his office and him reading bedtime stories to her. She was his 'kitten' and he was her beloved daddy who could do no wrong in her eyes.

As she grew older, she realised that her father was spending less and less time at home with the family. To be able to spend time with him, she was determined to learn about everything that Stuart Babcock was interested in – money, stocks, business... theatre.

Stuart Babcock had always been somewhat of a theatre aficionado. Some of CC's earliest memories involved sitting on her father's lap as he took her to see Broadway shows. She remembered him missing a New Year's Eve celebration because he had flown to Boston to invest in a colleague's play. When she'd had appendicitis one summer, her father hadn't been able to visit her in hospital because he was attending an awards night. And perhaps most shockingly of all, he hadn't been at her coming out party, because he had tickets for a musical in Paris.

It was then that CC decided that if she ever wanted to spend time with her father again, she would have to get involved in show business.

And so, when Chastity Claire Babcock graduated from finishing school, she stunned everyone by announcing that she intended to work for a production company.

"Don't be ridiculous!" her mother scolded her. "You're a Babcock, Chastity dear – Babcock women don't need to work!"

"I'm not doing this because I need to, Mother. It's because I _want _to," CC insisted.

Her brother Noel was also disapproving.

"Really, CC, if you _must _get a job of some kind, why in something as frivolous as theatre? With your brains and my connections, you could _easily _find employment on Wall Street!"

"I'm not interested in Wall Street, Noel."

But CC's sister DD had simply laughed scornfully.

"You needn't pretend with me, sister darling," she said with a snigger. "You don't really want a job... you're just trying to get a man interested in you! Well, take it from me... you don't need a job, you just need to let them know you've got a trust fund."

"I am _not _trying to get a man interested in me!" CC had retorted haughtily.

Yet all these years later, she had to admit that she'd been lying. She _had _been trying to get a man interested in her – her own father.

_Fat lot of good that did, _she thought cynically.

**XX**

"Have you seen Elizabeth lately?"

Niles' quiet interjection interrupted CC's reminiscing and she looked up with a start.

"No, I haven't! Perhaps she's using the amenities?"

The head waiter, who was standing at a respectful distance, coughed politely.

Niles raised his eyes. "Yes?"

"Miss Carmichael has left," the waiter informed them. He glanced at Niles. "She left a note with me for you, sir."

He presented Niles with a folded piece of paper.

Niles read the note... and had to grip onto a nearby table for stability.

"Is everything alright?" CC asked in concern.

"Everything's... fine," Niles managed to croak, still startled by what he had read.

Elizabeth's note simply said: "Two's company and three's a crowd. I can tell that you don't need me around. Thanks for a wonderful evening, anyway."

But it was the postscript that rattled Niles. Hastily scribbled, almost as an afterthought, it read, "PS What are you waiting for? I can tell she likes you too!"

"What did she say? Let me see," CC urged, reaching for the note.

"No!"Niles barked.

Surprised at his strained tone of voice, CC withdrew. "I'm sorry – I didn't realise it was personal."

"It is," Niles said quickly. "Very personal."

He tucked the note into his shirt pocket and swallowed. "I've just got to make a trip to the men's room. I'll be back soon."

There was a gold-plated rubbish bin in the men's room. He could dispose of the note there.

"Alright," CC said calmly, but she bit her lip as she watched him walk away.

She was burning with curiosity to know what Elizabeth had written.

_Something personal. _

Could something intimate have happened between the two before she and Chandler had crashed their dinner date?

The thought made CC feel physically ill. And then she realised _why... _

She was jealous.

_**Author's Note: Hello, lovely people! Hugs and thanks to Shara Michelle, LongVodka, EspoirDio, rx9872, slm38, mewkazurinu2004, nrfan, AllTheSnakes, LaurenLaneLover and the-reverie for reviewing the last chapter! You seriously have no idea how happy your wonderful messages make me. =) I hope to keep hearing from you!**_

_**PS: Until all the other seasons are released on DVD, I have been getting my Nanny fix by watching episodes on YouTube. There's an awesome user named crywishes who has been posting episodes from Seasons Four, Five and onwards!**_


	11. A Trip Upstairs

Niles had never felt more content in his life.

And why shouldn't he?

After all, he'd just had a date with one of New York's wealthiest socialites in one of the city's most exclusive restaurants... and now he was in the back seat of a limousine with the woman of his dreams.

His right shoulder was a little numb, but he didn't dare shift position. He was too afraid of waking up the sleeping beauty at his side.

_And she certainly looked like a beauty tonight, _Niles marvelled. She looked so different from her usual businesslike self – still stylish, yet in a softer way.

_She got all dolled up for Chandler, _a cynical little voice piped up. _She must really have wanted to impress him._

Niles shook his head ruefully, wondering why the Chandlers of the world had all the luck. Despite being boorish, crude and downright unpleasant personalities, they still managed to command respect and attention with their bloodline and their name.

_Whereas I can only command respect and attention at the Butlers' Association, _Niles thought glumly. _And only because my boss is in show business. I'm just fortunate that Sir Andrew Lloyd Webber's butler isn't a member._

"We're here, sir," the chauffeur announced over the intercom, interrupting Niles' gloomy thoughts. He pulled up to the kerb outside CC's apartment building.

Niles sighed in relief. The sooner he delivered CC safely home, the sooner he could return to his own room at the Sheffield mansion, where he wouldn't be haunted with the temptation of taking her into his arms. Well, outside of his dreams, anyway.

"Wake up, Miss Babcock," he whispered gently. "You're home."

She didn't stir.

"Come on, Miss Babcock. Wake up, you're home!" Niles said more urgently. She hadn't been drinking – why on earth wasn't she waking up?

He tentatively reached for her wrist and checked her pulse. It was still strong and healthy.

_She must be very tired, _he reasoned. _After all, it had been a rather stressful end to the evening, thanks to Chandler._

He wondered whether Chandler was still recovering from the effects of the pepper spray and whether anyone had bothered to help him get home. For a minute, he felt slightly guilty and then quickly squashed the feelings.

Chandler had threatened both him and CC. The pepper spray had merely been a tool of defence – there hadn't been any other alternative.

_Besides, _he thought wryly, _the Chandlers of the world never lacked for someone who was willing to help them. _

"We're here," the chauffeur repeated, obviously wondering what was taking his passengers so long to disembark. "Is everything alright?"

"Oh, yes, perfectly all right," Niles hastily reassured the older man. "Miss Babcock seems to have fallen asleep, though, and I can't wake her up."

The chauffeur stepped out of the limousine and opened the back door. He raised an eyebrow upon seeing CC's head resting comfortably on Niles' shoulder.

"She fell asleep," Niles explained, wondering why he felt so defensive. Of course he knew why. He didn't want anybody – even the chauffeur – thinking that he was taking advantage of CC.

The chauffeur nodded in response and leaned over.

"Madam, we're at your place now. Don't you want to go home?"

There was still no response from CC.

"I think she's just too tired," Niles whispered. "She's had a rough evening."

"Has she?" the chauffeur remarked lasciviously and winked at Niles. "I see."

Horrified at the false impression he'd created, Niles hastened to correct it.

"No, you don't understand. Her date was drunk and starting to make threats – I'm afraid she was rather stressed out and disturbed by the whole thing."

The chauffeur glanced at CC's apartment building. "Is there a lift in there, do you know?"

"Oh, yes," Niles said.

The chauffeur looked at CC's sleeping form somewhat dubiously. "Well, if there's a lift, I suppose I could carry the woman up to her apartment and you could get her key from her handbag and unlock the door."

"That gives a whole new meaning to door-to-door service," Niles joked. Then his eyes narrowed as he imagined another man carrying CC to her apartment in his arms.

"That sounds like a marvellous idea," he said cautiously. "But perhaps _I _should carry her upstairs and _you _should unlock the door to her apartment."

Seeing the chauffeur's arrogant smirk, he quickly added, "Besides she's already sleeping on _my s_houlder. It won't be too hard to move her."

"Whatever you want, buddy," the chauffeur replied amiably, still smirking.

With some help from the chauffeur, Niles managed to sweep CC into his arms.

"Are you alright? Can you manage?" the chauffeur asked, concerned. He leaned over and picked up CC's handbag, fishing in it for her keys.

"I can manage," Niles puffed, as they walked along the narrow corridor. "Until the lift, anyway."

Once in the lift, he gently put CC down and she immediately slumped over, resting her head on his shoulder once more. Niles kept his arm around her, carefully supporting her head and making sure she wouldn't fall.

Perhaps sensing Niles' desire for privacy, the chauffeur had unlocked CC's door, tucked the keys in Niles' shirt pocket and tactfully left. Niles had urged him to go home, as it wouldn't be too difficult for him to hail a cab back to the Sheffield residence.

Niles laid CC gently down on her sofa and placed a knitted blanket on top of her, to keep her warm.

He was surprised by the presence of the fleecy pink blanket in Miss Babcock's home. It looked like the kind of thing that Fran might own, but it really didn't match anything else in CC's minimalistic apartment.

He caught his breath as he noticed how beautiful and innocent CC looked while she was sleeping. Although he longed to stay and watch her sleep, he knew he had no right to invade her privacy. Reluctantly, he placed CC's keys on her coffee table and started to walk towards the door.

He was interrupted by the sound of an uncharacteristically soft voice pleading, "Niles, please don't go."

_**Author's Note: Thanks and virtual chocolate brownies to slm38, laineybev, nrfan, rx9872, EspoirDio, the-reverie, mewkazarinu2004 and CCandNiles4everfor reviewing the last chapter. You are all wonderful!**_


	12. Opening Up

Niles froze, one hand still on the doorknob. He couldn't believe his ears. Had that really been the Ice Queen herself asking him to stay?

Partially afraid that he was only dreaming, he pinched himself subtly and then winced. He was definitely awake. And that meant...

Niles turned around slowly, to see CC sitting up, but still wrapped up in the fleecy blanket he'd tucked her under. She looked innocent, child-like and vulnerable and he once again quenched his desire to run over to the sofa and sweep her into his arms.

"Do you need something, Miss Babcock?" he asked cautiously, his voice polite and deferential. 

" I need you to stay with me," she said simply. "I just don't think I can sleep after all that happened tonight and being alone in here won't help."

Niles raised an eyebrow. "You're not alone, surely? What about Chester?"

"He's with my sister DD for the week. She's trying to impress some Wall Street stockbroker that loves dogs."

"In that case," Niles said, trying to hide his excitement, "I'd be happy to keep you company."

"Can I get you anything?" she offered. "I've got bourbon, scotch, rum..."

Niles wanted to laugh at the irony of CC Babcock offering to get _him _something.

"I don't think any of those are likely to help you sleep," he said instead. "How about I make you some of my famous hot chocolate?"

CC's eyes lit up. "I haven't had hot chocolate since I was a child. Bobo used to make it for me all the time. It was my favourite."

"Bobo?" Niles questioned.

A shadow fell across CC's face. "Bobo was my nanny," she explained, leaning back against the couch and wrapping the pink blanket more tightly around her legs.

"She died seven years ago and I miss her terribly. She's the only person who's ever loved me."

Niles was greatly moved by this statement – a rare display of vulnerability from the normally stoic CC. He could tell how much CC had loved her nanny and the thought warmed him. For it showed him that CC Babcock _was _capable of genuinely loving a person, even though she didn't show this side of her very often.

"Was it Bobo who made you that blanket?" he asked, with a sudden flash of understanding.

CC smiled softly. "Yes. She knitted it for me when I was three. It was my security blanket. I took it everywhere."

She looked bashful. "Silly, I know, but I just can't get rid of it now."

Niles looked at her thoughtfully. "No. Not silly at all."

He returned from the kitchen a few minutes later, carrying two mugs of creamy cocoa topped with a few shavings of grated chocolate.

"I added a splash of brandy," he said with a wink, as he handed CC's mug to her. "You didn't seem to have any milk in the fridge."

CC blushed. "I know – I'm terrible, aren't I? I've got a fully stocked bar, but I keep forgetting to buy the milk."

_If only you had someone around who'd remind you, _Niles thought. But he kept his thoughts to himself.

"That smells amazing!" CC marvelled as she took a deep breath and inhaled the rich aroma of the steaming hot chocolate. She took a tentative sip. "And it tastes amazing too. Just like Bobo's... well, without the brandy of course."

"I'm glad you like it," Niles said with a smile, as he sat down on the couch beside her. He wondered if he was overstepping his boundaries by doing so, but CC didn't seem to be perturbed.

Being this close to her, though, was torture, plain and simple. He could smell the coconut fragrance emitting from her hair and the tantalising perfume she wore.

He swallowed hard. _Be strong, Niles. Be strong._

**XX**

CC was starting to wonder if asking Niles to stay had been a good idea, after all. She hadn't intended to extend the invitation. But as she'd woken up and realised that he was leaving, she'd suddenly known that she couldn't let him leave.

_You can't let him leave your apartment, CC? Or you can't let him leave your life?_

CC briefly squeezed her eyes shut and tried to imagine a world without Niles.

_No more insults, no more waxed floors for her to slip on, no more cream-laden treats while she was trying to diet..._

_But also, _she realised, _no more companionship, no more laughter, and worst of all, no-one to take care of me._

She was surprised by that thought.

_No-one to take care of her? Since when did she think of Niles as someone who took care of her? From the way he treated her, wasn't it obvious that the opposite was true?_

But CC knew that she was lying to herself. Niles had really shone that night. He'd not only defended her from Chandler, but he'd made sure she got home safely and had stayed behind at her request.

No-one else had ever done this for her before.

CC was desperately afraid of opening her heart to a man again. Every time she did so, she inevitably ended up disappointed. Her father had only been the first in a line of men who had sweet-talked their way into her life, but had not been willing to make her their number-one priority.

But in light of what had transpired that evening, she was starting to wonder if it might be time to open her hurting heart again. Was Niles worth the risk?

**XX**

Niles looked at CC closely, wondering if she had fallen asleep. Her eyes were closed, but he could still see a myriad of emotions flickering across her face – thoughtfulness, fear and what almost looked like calm acceptance.

He found it disturbing that he could read her so well. He'd never felt this kind of closeness to anyone before and it scared him to no end.

Niles didn't believe in the idea of soulmates. To him, it just didn't make practical sense that there was one perfect person in the world for you. What if you never found that person? What about people who found more than one perfect person for them?

He thought of Mr Sheffield and how much he'd loved his first wife Sarah. He remembered comforting his boss after Sarah's death and the long period of mourning he'd gone through afterwards. No-one who'd known Maxwell and Sarah as a couple would have said they were anything less than two people who were madly in love.

And yet now he had Fran. Bubbly, brunette and Jewish – she couldn't have been more different from Sarah, but in every sense of the word, she was just as perfect for Max. And once they'd gotten their act together, they were deliriously happy.

No, Niles didn't believe in the idea of soulmates at all. Yet he was starting to feel that if he did, he just might have called CC Babcock his.

"Are you alright, Miss Babcock?" he asked tentatively, not wanting to disturb her if she'd fallen asleep.

Her eyes immediately snapped open and she looked embarrassed.

"Sorry, I must have drifted off," she said quickly. She didn't want to lie, but didn't see how she could tell Niles the truth, either – that she had been thinking about him and her feelings.

"See, I told you that hot chocolate would do the trick," Niles said with a grin, as he stood up, collected the mugs and headed to the sink.

"I think it was the brandy myself," she said teasingly. "Or maybe I just had very dull company."

"Well, you asked for it," Niles said with a laugh, as he finished washing the mugs and placed them at the edge of the sink to dry.

"Anyway, since I've been boring you so much, perhaps I should head home."

"No!" CC blurted quickly. Niles looked surprised at her vehemence.

"What I mean to say is," she said, forcing herself to sound calm, "that I thought you and I could have a chat."

Niles eyed her suspiciously. "What sort of chat?"

"Oh, you know," CC said airily, waving a hand in the air. "This and that... whatever people chat about."

_God, she was awful at this, _CC thought miserably. _Why had she been taking classes in business and production, when she should have been taking classes in flirting and dating? She had no social skills whatsoever._

Niles looked amused. "And what do people chat about?" He really wasn't going to let her off the hook.

CC thought quickly. "Well, uh, what do you do in your spare time?"

Niles snorted. "Spare time? What spare time? On my last day off, Mr Sheffield asked me to cook a business lunch for 30 potential investors!"

CC cringed slightly, feeling the heat rush to her cheeks. Niles noticed her flush and looked at her questioningly.

"Uh, that was me," she admitted sheepishly. "It was my bright idea to have a lunch for the investors – just an impulse thing – and Maxwell went along with it."

She looked at him earnestly. "I had no idea it was your day off, though. You have to believe me."

Niles looked at her warily, as though trying to gauge her sincerity. Finally he nodded. "I believe you," he said quietly. "It doesn't matter, anyway. Mr Sheffield should have known."

CC bit her lip, mentally noting that she would talk to Maxwell about making it up to Niles at her earliest opportunity.

"So, what do you do with your spare time when you're _not _cooking impulse lunches for would-be investors?" she asked finally.

"I think of ways to make your life hell," he replied promptly, but with a twinkle in his eyes.

CC found that twinkle incredibly disarming. It was very difficult to maintain a casual and professional manner when she was sitting next to a man whose eyes could twinkle like that.

"Alright, what do you do when you're not cooking impulse lunches for would-be investors _or _thinking of ways to make my life hell?" she persisted doggedly.

Niles sobered, as though he realised she really wanted to know.

"Well, I like visiting my parents," he said slowly. "I take dance classes and I write plays."

CC wasn't sure what stunned her the most – that Niles visited his parents, that he took dance classes or that he wrote plays! He certainly was a surprising man.

"I didn't know your parents lived here."

"Well, actually they live in California," Niles explained. "My father has bad bronchitis and living in England wasn't good for his lungs, so his doctor suggested he move to a warmer climate."

"And you take dance classes. Ballroom, I suppose?"

A slow smile spread over Niles' face. "I covered the ballroom classes during my schooling years. I do Latin dancing now – Fran got me into it."

CC felt herself start to blush again at the visual of doing a tango with a shirtless Niles.

"And you write plays? Why haven't you ever sent them to Max and myself?"

Niles looked at her in disbelief. "Oh, I have. Many, many times. They're usually buried under the rest of the scripts that you reject without even looking at."

His voice grew more animated. "Do you know what it's like to pour your heart and soul into a piece of work and have someone blatantly throw it in the rubbish without a thought?"

CC lowered her eyes. Niles' passion made her see very clearly that she had been the wrong. She'd thought of the scripts that she and Maxwell received as being meaningless scrap paper that didn't deserve a chance. In her mind, only the scripts sent directly from well-known writers warranted a read.

But now she realised that what she'd thought of as scrap paper was actually the blood, sweat and tears of aspiring writers. Their only dream had been for someone to read and understand their efforts and she hadn't even given them the opportunity.

She felt tears well up in her eyes and was surprised by herself.

She _never _cried.

_Why did the damn tears have to come now? Oh, please don't let Niles see them, please, please..._

**XX**

Niles was prepared to continue ranting until he noticed that CC was suspiciously quiet. He looked at her closely, wondering if she'd started drifting off again and was shocked to see the unshed tears which gleamed in her eyes.

"Oh, I _am _sorry," he murmured apologetically, horrified that he had made a woman cry. It wasn't the gentlemanly thing to do – _especially _when that woman happened to be the woman he loved.

He gently drew her hands away from her face and wiped her tears with his handkerchief.

"It's alright, Miss Babcock. I'm so sorry. Please don't cry."

**XX**

She stared up at him as though she'd never seen him before. Or perhaps she'd seen him before, but she was now viewing him in an entirely different light.

Either way, she liked what she saw. And realising this, she felt emboldened and ready to take a chance.

"Niles," she whispered quietly.

He put his handkerchief back into his pocket and looked into her eyes. "Yes?"

_Kiss me. _

It was on the tip of her tongue, but she just couldn't seem to say it. It was as though the words were stuck inside of her, stubbornly unwilling to be released.

And since she couldn't say it, she decided to just do it.

Choosing to open her heart again once more, CC Babcock leaned forward and kissed him.

Full on the lips.

_**Author's Note: Thanks and virtual slices of cheesecake to laineybev, CCandNiles4ever, slm38, the-reverie, nrfan, laurenlanelover, EspoirDio and ladybrin for reviewing the last chapter! You are all wonderful!**_

_**How was that for a fast update, my dear readers? I very much hope you enjoyed this chapter. This is not yet the end of the story. Please review to find out what happens next!**_


	13. Growing Closer

The moment CC's lips touched Niles', Fran awoke with a jolt and sat upright in bed.

Maxwell turned over sleepily to see what had woken his wife. "Is something wrong, darling?"

Fran hesitated. "You know, I'm not sure," she said slowly.

"I just have this really strange feeling – like something really important happened a few seconds ago and I missed it."

Max chuckled. He was used to his wife's quirky ways.

"Something important? What could that possibly be?"

"Like I said, I don't know," Fran said thoughtfully. "I mean, you're here and I'm here. Gracie, Brighton and Maggie are all home. Ma and Daddy are in Florida on an anniversary trip... so I know nothing important's happening _there. _Maybe it's Yetta... no, I don't think it's Yetta."

She closed her eyes. "I'm thinking... I'm thinking..."

Max yawned. "As amusing as your impersonation of a psychic is, darling, do you think we could possibly leave it until morning?"

Fran shook her head emphatically. "I'm missing somebody... I know I'm missing somebody..."

Max sighed. He knew he wasn't going to get any sleep until his wife figured out who she'd forgotten. The only thing he could do was help her remember.

"Aunt Frieda?" he asked hopefully.

"No."

"Val?"

"Please. Does anything exciting _ever _happen to Val?"

"Heather Biblow?"

Fran's eyes flew open and she looked disgusted. "God, I hope not."

"Alright, if we're going to stay up and play this guessing game, I'm going to need a drink," Maxwell groaned.

He shifted over in bed to reach the intercom on their wall. "Niles? Niles?"

Fran's eyes lit up. "_That's _who I'm forgetting – Niles!"

"Yes, where the bloody hell is he?" Maxwell muttered.

"It _is _pretty late, sweetie. Maybe he's sleeping," Fran suggested.

"No, Niles _always _answers my calls," Maxwell said, frowning uncertainly. "That _is _what I pay him for."

Suddenly Fran grinned. "Does that mean he's not home?"

Maxwell looked aghast. He remembered how Brighton had joked about Niles going home with Elizabeth Carmichael – surely that prediction hadn't come true!

"I say, you don't think Niles is staying the night with Elizabeth Carmichael, do you?" he asked his wife nervously.

Fran stared at him as though he was an alien. "With Elizabeth Carmichael? Are you crazy?"

She, of course, was thinking about Niles' confession about Miss Babcock – surely he wouldn't go home with Elizabeth Carmichael when he had feelings for CC!

"Well, then, where is he?" Maxwell demanded.

"Hmm," Fran said thoughtfully. "I wish I knew."

**XX**

When CC leaned over and kissed him, Niles was sure that he _must _be dreaming, or perhaps even hallucinating.

But if he was dreaming or hallucinating, he didn't ever want to wake up to reality. Because the depth and passion of her kiss took his breath away.

_What am I doing? _he thought hazily, as she wove her fingers lazily through his blondish-brown hair.

_I always knew she was a witch, but I didn't realise she'd cast this great a spell on me! I need to stop this right now. _

As though she could hear his thoughts, CC took a step back and looked at him questioningly.

He could tell from her vulnerable expression that she wasn't quite sure what to do next.

Niles marvelled at this new softer side to her that he'd never seen before. He liked it very much.

She had been brave and exposed her heart by making the first move and kissing him. Now it was only right that he return the favour.

And Niles instantly felt all of his resolves melt away.

_Forget the psychoanalysis! If this is a fantasy, I'm milking it for all it's worth, _he decided, and took CC into his arms.

**XX**

CC woke up the next morning, feeling happy and content. It was the best night's sleep she'd had in ages.

_And she hadn't even had much sleep, _she thought with a smile, as she opened her eyes and turned over.

Her smile faded instantly. Niles wasn't lying beside her. Where had he gone?

Suddenly she felt used and cheap, wondering if Niles really was all that different from the other superficial men who were happy to parade in and out of her life whenever it suited _them. _

She got out of bed slowly. "Niles?" she called tentatively, hoping against hope that he hadn't gone.

He was the first man she'd opened her heart to in a long time.

_Please, God, let him be worth it._

"Niles?" she called again anxiously.

"Out here!" he called. Relief flooded her heart. He hadn't deserted her, after all.

She put on a pair of fuzzy slippers and padded outside. There was a tantalising smell coming from her kitchen.

She sniffed hungrily. "That looks _delicious."_

"As you do, my queen," Niles teased gently, as he greeted her with a morning kiss.

CC shook her head in astonishment at the feast on the table.

"Where on earth did you get all this food? There's no way that I had this in my kitchen!"

Niles grinned. "The breakfast options looked rather sad, so I took the liberty of doing your grocery shopping."

He led her to the table and gallantly pulled out her chair before she sat down. "Breakfast is served."

CC gazed in awe at the spread – French toast with chocolate-dipped strawberries, scrambled eggs, fresh-squeezed orange juice...

Niles had thought of everything. He'd not only made all her favourite breakfast dishes, but he'd even placed a single orchid in a ceramic vase.

CC thought of the glass vase she'd smashed when Chandler had picked up her for their date last night. Had it really only been last night?

Now she was profoundly glad that she had smashed that vase. In a way, it almost felt symbolic – that she'd destroyed the vase she'd intended for Chandler's flowers and now there was a vase for Niles' orchid.

Niles' voice interrupted her thoughts. "Aren't you going to eat anything?"

She smiled at him. "Oh, I will – just wait and see."

Fleetingly, she allowed herself to dream of what it would be like to wake up to this scene every morning. To spend all evening with Niles and to wake up to him cooking her a wonderful breakfast.

_But it's just a lovely fantasy, _she thought with a sigh. _There's no way this could ever work out in real life._

**XX**

"Good God, woman, where did you put it all?" Niles exclaimed, gawking at the empty plates on the breakfast table.

CC had the grace to blush. "I don't usually eat this much at breakfast – or even get the chance to eat breakfast at all. I guess I just worked up an appetite."

She hadn't meant for that last sentence to come out in the way it did, but Niles grinned slyly.

Within seconds, he was at her side and cradling her close. "In that case," he murmured huskily, in a voice that made her feel breathless, "I'd better make something substantial for lunch."

**XX**

"I have to go," he said reluctantly, his voice filled with regret.

She looked at him with wide eyes. She'd enjoyed the day so much – she'd almost forgotten that Niles had to go back to the Sheffield's place now.

"Can't you call in sick?" she asked, surprising herself by her forwardness. Somehow Niles seemed to bring out that daring, bold streak in her.

"Ah, if only I could," he said with a sigh. "But I told them I'd be in this afternoon and it's almost evening already."

"Well, that's just great," she said with a huff.

An amazed smile slowly crept over Niles' face. "Babcock, dare I presume that you will _miss _me?"

CC reddened. "Don't be absurd – I just thought you might want the day off!"

Niles grinned, and she tried not to notice how cute he was with that cheeky grin tugging at the corners of his mouth.

"Oh, Babs, it's nothing to be ashamed of. Besides you _do _work for Mr Sheffield too – it's not like I won't see you there." He paused. "In fact, we could probably share a cab there right now."

"No!"

The single word came out of CC's mouth with great force.

Niles looked at her in surprise. "A simple 'Thanks for the offer, but I can get there on my own' would have sufficed."

His eyes narrowed. "Unless you're ashamed to be seen in public with me."

From the way that she bit her lip, he suddenly realised that he'd hit the nail on the head.

"You have _got _to be kidding me," he said slowly, trying to keep the anger out of his voice. "After all we've been through... after last night, you're still embarrassed about being seen with me."

"It's not that!" CC protested. "But you know how vicious Manhattan's social network can be... I don't want us to fall victim to those evil, gossiping backstabbers."

"Isn't the pot calling the kettle black?" Niles answered stiffly.

He turned away and headed towards the door. "Goodbye, Miss Babcock. I'll be out of your hair now."

"No, it's not like that at all!" CC cried. "I don't want you to go. Not like this."

Niles turned back towards her, hope in his eyes. He could see the sides of CC struggling for mastery at the moment – the side of her which valued status and reputation more than anything... and the side which just wanted to be loved.

"I have enjoyed today so much," she murmured. "Spending time with you, having breakfast together, and..." She blushed, but it was clear what else she had enjoyed.

"Part of me just wishes it would never end," she continued quietly.

"It doesn't have to," Niles replied quickly.

She frowned at him in confusion. "What do you mean?"

Her mouth opened in shock as Niles got down on one knee and looked at her questioningly.

He didn't have a ring in his hand, but his intent was clear.

"Will you marry me?"

_**Author's Note: Many thanks to CCandNiles4ever, mewkazurinu2004, slm38, nrfan, ladybrin, bogiedevil, the-reverie, EspoirDio and rx9872 for reviewing the last chapter!**_

_**This is not the end of the story – to find out what happens next, please continue to review. =)**_

_**Also I have some new plot bunnies for Nanny stories floating around in my head... would you like to read some of them?**_


	14. An Answer

"Lunch is served!" Fran announced gaily as the rest of the Sheffield family entered the dining room and took their places around the table.

"What _is _that?" Brighton asked warily. The food on his plate didn't look like anything he'd ever seen before.

"It's one of my mother's specialties. Try some! It's _delish," _Fran encouraged.

Maggie hesitantly raised her fork to her mouth and immediately wrinkled her nose.

"It smells kinda funny," she complained, eyeing the food with distaste.

Maxwell struggled to swallow the tough, rubbery object on the end of his fork.

"Uh... very interesting dish, darling," he said carefully as he swallowed. "What is it exactly?"

"It's tongue," Fran answered brightly, not noticing the looks of disgust that instantly formed on her family's faces. She rose from her seat. "I'm just going to get the coffee."

As soon as Fran had left the room, four forks immediately clattered on their plates.

"Alright, who wants coffee?" Fran asked cheerfully as she returned, holding the coffeepot.

"I do!" Maggie exclaimed enthusiastically.

Brighton looked at his sister in surprise. "Since when do you drink coffee at lunchtime?"

His question was rewarded with a swift kick on the shin. "Since it takes away the taste of the tongue, doofus," Maggie hissed out of the corner of her mouth.

Brighton pondered the wisdom of his sister's words. "I'd like some coffee too!" he said hastily.

"Me too!" chimed in Gracie.

"Honey, you're not eating! Are you feeling alright?" Fran asked in concern, as she scanned her husband's full plate.

Maxwell looked up from his newspaper and smiled weakly at his wife. "Oh, I'm sorry, sweetheart, I guess I'm not feeling very hungry this afternoon."

"Really?" Fran exclaimed in surprise. She looked at the children's plates, which were also mostly full. "Are _all _of you not hungry?"

They all nodded wordlessly, almost afraid to speak.

Fran sighed. "Well, you know what this means, don't you?"

"What, sweetheart?" Max asked cautiously.

Fran smiled broadly. "I won't have to cook again! There'll be plenty left over for dinner!"

As she picked up the plates and returned to the kitchen, the rest of the family exchanged pained looks.

As usual, Brighton voiced what everyone was thinking, but didn't dare say.

"I don't know where Niles is," he declared, "but I sure hope he comes home soon."

**XX**

At first, CC didn't think she could have heard Niles correctly. But as he continued kneeling patiently, waiting for an answer, her face turned chalky white.

"You can't be serious, Niles," she whispered in shock. "Whatever brought that on? It's so soon!"

"I've never been more sure of anything else in my life," Niles said earnestly. "Look, Miss Babcock – CC - I know this is all happening so suddenly. But you have to understand that I have loved you for a very long time. We've had a long time to live life alone and without each other. Now that we've found each other, I don't want to spend another night without you by my side."

CC was touched by the depth and sincerity of his words. She'd never thought of herself as the sentimental type, but the beauty of Niles' proposal tugged at her heartstrings.

_What should she do? What should she say?_

Almost as if by magic, Niles' words triggered a childhood memory that she had forgotten and buried a long time ago...

"_And so Cinderella and the Prince got married and lived happily ever after."_

_The little girl sighed contentedly, snuggled under her pink fleecy blanket and closed her eyes. The nanny smiled at her youngest charge, planted a quick kiss on her forehead and quietly turned off the light. She was almost at the door when a quiet voice interrupted her. "Bobo?"_

_The nanny quickly turned back to the bed, where the child had opened her eyes and was sitting up in bed._

"_Yes, liebling?" she asked tenderly, using the German word for 'darling' as she often did. She loved all her charges – a good nanny could hardly do otherwise – but she had to admit that she had a special soft spot for this little one._

"_How do you know that they really lived happily ever after?"_

**XX**

_The young girl's question is both funny and heartbreakingly poignant. Funny because it's coming from a five-year-old. Heartbreakingly poignant because the five-year-old is completely serious, and it's not difficult to figure out why she's asking such a question._

_Considering that Stuart and BB Babcock are the most dysfunctional parents that Bobo has ever met, (and she's met her fair share of dysfunctional parents), she understands the child's reluctance to believe in two married people being able to live happily ever after._

_She sighs and sits on the bed, putting her arm around her charge. She sees this as the perfect opportunity to share some words of encouragement with Chastity – give her hope that not every man out there will be like the charming but completely unreliable Stuart Babcock._

"_Because they love and respect each other, liebling," she says tenderly as she strokes Chastity's golden hair. "Never forget that – love and respect is the foundation of a happy marriage."_

_The child frowns. "But Mummy says that I'm going to marry a rich man one day. Is that why Cinderella married the Prince – because he's rich?"_

"_No, no," Bobo says carefully, taking time to consider her words of advice. "Liebling, do you remember the last story we read about the Ugly Duckling?"_

_The little girl thinks for a moment and then nods. "The duckling thought it was ugly, but it was really a swan."_

"_Yes!" Bobo declares eagerly, thankful that her young charge has remembered the story. "Well, you see, appearances can be deceiving, Chastity. Don't put your trust into appearances – always look at their character. A man might be rich, but be very cruel. On the other hand, a man might be poor, but have a heart of gold."_

_She feels a tear come into her eye as she realises that this little child will grow up and be a woman one day. The thought makes her feel old._

_She cradles the child close, as if to convince herself that CC is still a long way away from growing up._

"_Someday, Chastity, you will meet your prince," she whispers. "And I pray that he will be a man with a heart of gold that you can love and respect. All I want for you, liebling, is to live your own happily ever after."_

**XX**

As CC reflects upon the wisdom of her childhood nanny, a warm rush of love floods into heart. She feels as though she's been hungry for a very long time and has just been offered a gourmet feast. And she knows what her answer will be.

"_You're a Babcock, dear. You need to marry someone of our class."_

But years of being poisoned by BB Babcock's influence have had their toll on CC. Even now, at the most important moment of her life, she finds herself hesitating at the echo of her mother's voice.

She shakes her head stubbornly, hoping to get rid of BB's snide words.

"Is that a no, then?" Niles asks cautiously. He doesn't want to ask that question – he doesn't even want to hear the answer – but his natural insatiable curiosity can't stand the prolonged suspense. He's starting to wish she would just refuse him and get it over with. He can't take this agony much longer.

"_Do it for the sake of the family, CC. You mustn't let the Babcocks down."_

"Oh, shut up, Mother!" CC hisses out loud, hoping to silence her mother's voice once and for all.

Niles stares at her in astonishment, clearly not sure what to think. Has his proposal somehow made CC lose her mind?

"Is that a no, then?" he repeats quietly.

As CC looks into his worried eyes, she sees the vulnerability in them. And it's true that the eyes are the window to the soul. She feels as though she's finally cracked the veneer and seen the real Niles. Behind the guise of the wisecracking butler who takes pleasure in driving her insane, she suddenly realises there is a man who truly loves her. The kind of man she can imagine living happily ever after with.

"Yes, Niles," she murmurs, as she takes another step towards him. "I will marry you."

_**Author's Note: Hugs and thanks to CCandNiles4ever, the-reverie, slm38, EspoirDio, AllTheSnakes, ladybrin, Kittensbreath, laurenlanelover, nrfan, mewkazurinu2004, Starry Peaches and kateandharvey for reviewing the last chapter. Your support and encouragement are what keep this story going – I couldn't do it without you!**_

_**Special thanks to the-reverie for being my hundredth reviewer!**_

_**What will happen in the next chapter? Stay tuned... and review... ;)**_

_**For those who are reading Bah, Humbug!, I am sorry for the slow updates. I hope to post a new chapter within the next week.**_

_**Also I'm sketching out my plans for a new Nanny story. I hope to have Chapter One posted by the end of the month, so please keep an eye out for it! ;)**_


	15. Complications

"I don't know what's come over Niles lately," Fran complained. "I catch him singing to himself when he thinks nobody's around, he keeps making chocolate soufflés for no apparent reason and he's just generally being quite secretive."

"A man's entitled to have a personal life, darling," Max said dryly as he fiddled with his tie.

He and Fran were about to head out for the night. As Andrew Lloyd Webber was currently out of town, the Theatre Guild had invited Maxwell to be the speaker at one of their dinners.

"I know, I know – I just think he's behaving very strangely," Fran murmured. She looked thoughtfully at the contents of her closet. "Hmm... I wonder what I should wear tonight."

Max looked at his watch. "Just pick something... anything! At this rate, we'll never get to the dinner in time!"

"Oh, would you relax? The dinner's not for another two hours!" Fran exclaimed, as she picked up a shimmery pink dress and held it up against herself. "What about this one?"

"Yes, darling, it looks alright. Now put it on and let's go," Maxwell muttered dismissively.

Fran put her hands on her hips. "Just alright? Well, that settles it, this baby is going back to Macy's in the morning."

"Oh, God," Maxwell groaned, realising he'd made a fatal mistake. "I meant gorgeous. It'll look gorgeous... oh, for heaven's sake."

"Don't rush me, sweetie," Fran replied cheerfully. She fixed a mock glare on her husband. "You _do _remember the last time you rushed me out of the house, don't you?"

Maxwell blanched visibly as he remembered the now-infamous red purse. He wasn't convinced that his wife had ever forgiven him for that event – she would never quite live down having been called a 'Fashion Don't' by one of the most exclusive celebrity magazines in New York.

"I'm sorry. Take your time, take your time," he apologised. "In fact, you know what? I'll just go downstairs and wait for you there."

Fran smiled at him approvingly. "And who says men can't be taught?" she said with a saucy wink.

**XX**

Max walked downstairs and headed to the kitchen to get a drink of water.

He raised his eyebrows when he saw his business associate in the kitchen, sitting down and apparently staring aimlessly into space.

"Are you alright, CC?" he asked in concern, wondering if she was worrying about something.

"Oh, I'm fine... just fine," CC replied hastily. She averted Maxwell's eyes, staring at the kitchen table instead, like it was the most fascinating thing in the world.

Maxwell followed her gaze. "Is there something particularly interesting about our kitchen table?" he asked in confusion.

"Oh, it's just such a beautiful table," CC murmured, stroking the lines of the wood with her finger. "Where _did _you get this table, Maxwell? The craftsmanship is exquisite!"

Maxwell frowned, perplexed by CC's odd behaviour.

"CC... you haven't been drinking tonight... have you?" he asked hesitantly.

"Who, me? No, no, I'm as sober as can be," CC chuckled.

Max eyed her suspiciously. "Right, then. So what are you doing in the kitchen? And where's Niles?"

For some inexplicable reason, CC's milky complexion flushed a mottled shade of red.

"Rochester? Why on earth would you be asking where he is? How would I know? What do you want him for?"

"Well, he was supposed to pick up my bloody dry cleaning three hours ago and I can't find it anywhere!"

"Well, _if _I see Butler Boy, which I probably won't, because I don't know where he is, but just in case I do... I'll let him know," CC rattled nervously as she tried to smooth down her normally perfectly coiffed blonde bob.

For the first time, Maxwell seemed to notice that her hair was tousled and a little messy.

"Have you done something new with your hair, CC?" he questioned.

"Huh? Oh, yes! It's all the rage in Holland at the moment – do you like it?"

"Honey, I'm ready!" Fran called from the living room.

"Oh, looks like we're off," Maxwell said hastily, thankful that he didn't have to answer CC's question. "Have a good night, CC."

**XX**

As the kitchen door swung shut behind Maxwell, CC hurried over to the pantry and opened the door tentatively. Her very squashed-looking fiancé groaned and stepped out slowly.

"I thought he'd never leave," he grumbled.

CC smiled affectionately at him. "Did you hear the man? You were meant to pick up his dry cleaning three hours ago!"

"Well, I was going to... until somebody decided to come into the kitchen and distract me," Niles said huffily. He pretended to look annoyed but the crooked smile on his face showed that he was pleased she had interrupted his duties.

"Fine, then – if I'm distracting you, perhaps I should just leave and let you get back to your domestic duties," CC teased, taking two steps towards the kitchen door.

He reached out and grabbed her hand before she could turn the door knob. "Don't you dare."

**XX**

CC hummed contentedly as she walked into her building that evening. She still had to pinch herself occasionally to reassure herself that it was not a dream.

A month ago, if someone had told her she would be engaged to a butler, she would have laughed derisively and dismissed their prediction completely. She would never have considered getting engaged to anyone she considered beneath her station... _especially _the wise-cracking domestic that seemed to draw great pleasure from making her life miserable.

Yet, here she was, engaged to Niles and she couldn't imagine going back to how she had been before. No longer did she think of him as the man who made her life miserable... instead she saw him as the only man who could truly make her happy.

Surprisingly, they had managed to keep their relationship under the radar quite successfully. It was no easy feat, considering that they both worked in the same house. Niles' intercoms and his knowledge of the Sheffield's schedules had certainly come in handy. However there had been some rather close calls...

**XX**

_Two weeks earlier..._

"Niles! Niles! Where are you?" Fran called impatiently. Her mother was coming over to tea in less than an hour and there was _nothing _in the pantry that she could serve. She was hoping that Niles could whip up one of his famous jam sponges, but he would have to start pretty soon for it to be ready in time.

But she couldn't seem to find him anywhere. He wasn't in his usual domain – the kitchen. He wasn't in the laundry, he wasn't in the garden, he wasn't in Max's office and she was pretty sure he hadn't gone out...

That left his bedroom.

Fran knocked loudly on his bedroom door. "Alright, Niles, I don't care if you're not decent, this is an emergency. I'm coming in!"

She opened the door, walked inside and gasped loudly. "Oh, my God!"

For lying on Niles' bed was CC in a sapphire-blue silk chemise, with a rose between her teeth.

She appeared to be alone, but just the sight of CC in Niles' bed was enough to scare Fran out of her wits.

"Oh, I cannot believe this," she muttered, pale-faced, as she slowly took a step backwards, putting her hand over her mouth.

"Calm down, Nanny Fine!" CC hissed urgently, afraid that Fran's shrieks would alert the whole house. And she wasn't particularly keen on having the other family members seeing her in this state.

"I was just playing a little practical joke on Niles," she said quickly, hoping that her voice sounded reasonably calm.

Fran's eyes widened. "A little practical joke? What kind of a joke is that?"

"Hey, you were scared, right? Can you imagine anything that would scare Butler Boy more than seeing me in his bed, dressed like this?"

Fran looked thoughtful. "You might have a point there," she said with a grin. "Good one, Miss Babcock!"

CC smiled in relief, although she was just a little bit insulted that Fran had agreed so readily with her.

Niles roared with laughter when CC related the story to him later.

"Oh, I wish I'd been there!" he gurgled with laughter. "I would have done _anything _to see the look on Fran's face when she walked in and found you... dressed like that!"

"Well, you should have been there," CC said tartly. "I was under the impression that you were going to be home by 5."

"I'm sorry," Niles apologised. "The Butlers Association meeting went on for much longer than I expected and then traffic was heavy on the way back."

His eyes crinkled with laughter. "But I would _gladly _have skipped the latter half of the meeting, if I'd known what I would be missing out on!"

She punched him lightly on the arm. "You'd better find a good way of making this up to me," she warned. "You've got a pretty big debt to pay off now."

"I'll make chocolate macadamia cheesecake for dessert tonight," he offered.

CC's eyes lit up at the thought of chocolate macadamia cheesecake.

"And what else?" she said sternly, vowing that Niles wouldn't be let off the hook that easily.

"Alright... and I'll give you a back rub," he suggested.

A smile curved her lips. "You're getting warmer..."

He frowned slightly. "I give up. What else can I do to make it up to you?"

Even as he spoke, his arms were already encircling her. She smiled contentedly.

"Oh, I'm sure you'll think of something," she replied coyly, as she folded herself into his embrace.

**XX**

CC smiled fondly at the memory. Yes, he _had _made it up to her, she thought, flushing with pleasure as she stepped out of the elevator and headed down the corridor. She fumbled in her purse until she found her key and carefully inserted it into the lock.

As she stepped inside, she froze. Because sitting on her couch, looking perfectly at home, was a person that she really didn't want to see. A person who didn't yet know about her engagement and was perfectly capable of creating complications.

She felt as though the warm glow of happiness surrounding her had suddenly disappeared and had been replaced by a frosty ring of ice.

"Hello, CC."

CC swallowed and then straightened up, squaring her shoulders. This person's presence might rattle her, but she was determined not to look like she'd lost her composure.

"Hello, Mother."

_**Author's Note: Sorry for making you wait, readers! I'm currently participating in NaNoWriMo (National Novel Writing Month) and for those of you who don't know, it involves writing a 50,000 word novel during the month of November. As you can imagine, this has been taking up my spare time. But I'm trying to divide my time between NNWM and FanFiction now.**_

_**Thank you to all the lovely people who reviewed the last chapter – CCandNiles4ever, ladybrin, rx9872, Starry Peaches, Kittensbreath, nrfan and the-reverie!**_

_**Please keep your feedback and comments coming. I hope you are still following and enjoying the story!**_


	16. Confrontation

"What do you want, Mother?" CC asked wearily.

She didn't bother to say hello. She would feel like a hypocrite if she had to go through the routine of social niceties when her mother obviously had an ulterior motive for being there. BB Babcock simply wasn't the type of mother who came to her daughter's place to visit and bring freshly baked cookies. Her presence in CC's apartment meant that she wanted _something._

BB raised an elegant eyebrow at her daughter's abruptness.

"Is that how children are greeting their mothers these days?" she asked coolly. "Really, CC, your manners should be better than that. I suppose it's the influence of that foreign nanny you had as a child."

CC's blue eyes flashed fire. She could handle her mother insulting her, but would not let her sully the memory of her beloved Bobo.

"Don't you _dare _put Bobo down. She raised Noel, DD and myself and loved us as though we were her own children, while you were out swilling champagne and having affairs!"

"My, my, you are a little spitfire," BB replied icily. "I see all those years at finishing school didn't teach you how to control your temper."

CC gritted her teeth and forced herself to silently count to ten. Most days, she considered herself to be a mature and successful businesswoman, but only a few minutes in her mother's presence could reduce her to behaving like a child once more.

"What do you want, Mother?" she asked as calmly as she could, determined not to give her mother the satisfaction of seeing her lose her temper.

"And you're not even going to offer me a drink? Dear me, I really am appalled," BB said coolly.

CC shot a pointed glance at the half-filled scotch bottle on the coffee table.

"It looks like you've already helped yourself," she replied snarkily, resisting the urge to add a childish '_So there' _to her observation.

"And stop beating around the bush, Mother. For the third time, what do you _want?"_

BB smirked at the rising inflection of CC's tone and CC silently cursed herself for letting her mother see that she had affected her.

"I've been hearing some rather unpleasant news, CC."

CC frowned slightly. To her mother, unpleasant news could mean anything from a death in the family to a drop in the stock market.

"I don't know what you're talking about. I'm afraid you'll have to be more specific than that, Mother."

Her mother lifted her scotch glass, drained it and put it down again.

_And people wonder why I have issues with alcohol, _CC thought bitterly. _It sure does run in the family._

BB looked at her daughter square in the eye. "I've had reports of you being involved with a _domestic."_

She spat the word 'domestic' out as though it left a bitter after-taste in her mouth... and knowing BB's emphasis on the importance of class, it probably did.

CC was taken aback. How on earth had her mother known? She and Niles had been doing their best to keep their relationship a secret... at least she had, anyway, and Niles had reluctantly gone along with her wishes.

She knew that if the decision had been up to him, he would have been trumpeting their love from the rooftops. But CC was a lot more cautious. She might have been willing to risk her heart, but wasn't ready to open herself up to ridicule just yet.

But she had been worried about what _society _might say about her engagement. She had never thought about how her _mother _might react.

"If by involved, you mean engaged, then yes, I am," she said finally.

It took a lot to surprise BB Babcock, but from the way her icy blue eyes widened almost imperceptibly, it was obvious that she was shocked. She clearly _hadn't _known that being involved with a domestic had meant being engaged.

"Impossible!" she snapped, regaining her composure quickly. "No daughter of mine will _ever _be linked with a mere servant!"

She looked sharply at CC's stomach. "Has he gotten you into trouble?"

"No!" CC exclaimed, almost frightened by her mother's sudden vehemence. "I love him and he loves me and that's all there is to it."

BB shook her head. "I forbid it, CC. Marry that _butler _and you will no longer be a Babcock. You'll be disowned and cut off without ever seeing another penny of your inheritance. Noel and DD will inherit your share."

"Well, Mother, this may surprise you, but I have some means of my own," CC retorted defiantly. "After all, I _am _still a businesswoman. Cut me off if you like, but I'll survive!"

Her mother chuckled scornfully. "Your success as a businesswoman is determined upon your reputation and your contacts, CC. You'd be surprised at how quickly those things can disappear."

CC stared back at her mother in disbelief. "You would seriously consider ruining my reputation before you'd let me marry a butler?"

BB shrugged carelessly. "Those two things would go hand in hand, I believe – but the loss of your reputation could certainly be sped up."

"I don't believe this," CC muttered. Could all her years of study, promotion and hard work really be wiped out that easily?

BB rose from the couch. "I have nothing further to say here," she stated frostily. "I'll give you 48 hours to reconsider your decisions, CC."

"I won't change my mind," CC answered coolly.

Her mother smirked as she walked towards the door. "We'll see."

CC felt a chill in her heart as her mother left the apartment. She had an uneasy feeling that she hadn't seen the last of BB Babcock.

**XX**

_**Author's Note: Thanks as always to the-reverie, CCandNiles4ever, Laurenlanelover, Kittensbreath, rx9872 and StarryPeaches for reviewing!**_

_**So I've been really inspired by plots for Nanny fics lately and I've actually got quite a selection to choose from now. Which one would you like to see next? Review to vote!**_

_**The next chapter of My Fair Butler**_

_**The next chapter of Bah, Humbug!**_

_**The first chapter of a new Niles/CC story called What Happened in Vegas. Fans of Friends might have an idea of what this story is about! ;)**_

_**The first chapter of a new Niles/CC story called Life Goes On. Five years after the events of Dummy Twins, CC Babcock comes back into Niles' life. Only this time, she has a daughter.**_

_**The first chapter of a new Max/Fran story which is still unnamed.**_

_**Your reviews will decide! xo**_


	17. The Bet

"You know," Grace said thoughtfully, "I think there's something going on between Niles and Miss Babcock."

Her older brother Brighton laughed derisively. "Oh, come on, Grace – I know you're a bit of a romantic but surely not even _you _could imagine there was something going on between the two of them. They're like cats and dogs – they _hate _each other!"

"I don't know about that," Grace murmured speculatively.

Brighton snorted. "Were you not in the kitchen two hours ago? Remember how CC said she wanted a drink and Niles said he'd lift the lid of the toilet bowl?"

"Yeah, I was there," Grace replied. "But I can't explain it – I just have a feeling like that was more for _show, _not because they actually hate each other."

Her brother rolled his eyes. "And why would they pretend to hate each other, if they _didn't?"_

Grace shrugged. It was something she'd pondered too.

"Who knows? Maybe they want to keep their relationship a secret or maybe they secretly get a kick out of it..."

"Or maybe you're insane."

"I am _not," _Grace defended herself.

"Oh, yeah? Who had the invisible friend named Imogen?"

"Who had the invisible older _girlfriend _named Scarlett when we were in Paris over spring break?" Grace shot back, remembering how Brighton had bragged to his jealous friends about this mystery holiday fling.

As she had expected, her brother instantly clammed up. But not for long.

"Well, if you're so sure, how about we make a bet, Miss Smarty Pants?"

Gracie grinned. "Fine, let's do it! Twenty bucks, OK?"

"Oh, I reckon this wager should be _higher, _if you're so confident," Brighton replied, rubbing his hands together in glee.

"How about a hundred?"

Grace thought for a moment. It _was _a lot of money for a bet. But she was pretty confident that she was right – Brighton just didn't notice these things. She liked to think that she had inherited a little of Fran's intuition over the years.

She smiles smugly. "Deal."

**...**

"Good morning, love."

CC beams at the sight of a beautifully laden table. Belgian waffles, fresh strawberries, maple syrup and extra crispy bacon – Niles certainly has gone all out.

"Good morning," she says contentedly and as she leans her head against his chest for a morning hug, she almost feels like last night didn't really happen.

_Her mother in her apartment, demanding that she break off her relationship with Niles? No, that had to be a nightmare._

But when she sees the empty scotch glass on the coffee table, she feels the same chill run through her heart and knows that it wasn't a nightmare – it was all true.

Suddenly she doesn't feel so hungry anymore.

She's sure that Niles' food must be delicious – it always is – but today, the Belgian waffles taste like sawdust and the maple syrup tastes like glue.

Niles looks at her in concern, obviously noticing that CC's not eating as heartily as she normally does.

"Honey? Are you alright?" he asks tenderly.

"No," CC moans miserably, her stomach beginning to churn. "I think I'm going to throw up."

And she runs to the bathroom and proceeds to do just that.

"Do you want me in there?" Niles calls anxiously, feeling slightly alarmed.

CC was just fine this morning – why she is suddenly so sick?

There's a pause and he hears a very definite "No!" in response to his question, before she resumes throwing up.

Niles shrugs, not knowing what else he can do if she doesn't want him in there with her.

He begins to clear away the breakfast dishes, knowing that the last thing a sick person wants to see is food. And as he's cleaning, his eyes suddenly alight upon the almost empty scotch bottle on her coffee table, accompanied by a lonely shot glass.

_Did she drink that flask by herself? No wonder she's feeling ill!_

He quickly assembles the ingredients for a recipe he only knows by the name of 'hair of the dog', which has proved successful for many of Mr Sheffield's hangovers in the past. Then he stacks their dishes neatly in the dishwasher and for lack of anything better to do, he ends up sitting on the couch and reading the morning newspaper.

It's almost an hour before CC finally emerges from the bathroom, pale-faced and utterly exhausted.

"Here," he says gently, offering her the glass which contains the miracle remedy. "This will make you feel better. Drink up."

She eyes the murky liquid with distaste and gingerly takes a small sip.

"Bleurgh!" she exclaims instantly, her eyes widening in horror. "_That _is the foulest thing I have _ever _tasted!"

He could make a joke or two about that, but wisely decides to keep his thoughts to himself. CC clearly isn't the mood for amusement right now.

"It's supposed to be a miracle cure," he replies instead.

She shudders. "A cure for _what? _Do you want me back in that bathroom again? Is this some sort of sick joke to you?"

He's somewhat affronted that she would think he would deliberately do anything to make her feel ill. Even in his worst practical jokes, he's never been that malicious.

"Mr Sheffield finds it cures hangovers quite successfully," he says defensively instead.

She chuckles mirthlessly and then seems to realise the significance of what he's said.

"I'm not drunk, you fool!"

"Oh, come now, Babs. I wasn't born yesterday," he says with a slight smile. Surely the almost empty scotch bottle and empty shot glass speak for themselves.

He's not prepared for the sudden look of hurt which sweeps over her beautiful face.

"CC? What's wrong?"

"None of your business," she says coldly. "I just... I just need to be left alone."

She proceeds to promptly usher him out the door and closes it firmly behind him.

Niles considers banging on the door and demanding that she tell him what's going on, but he's never been the demanding type. He's always been trained for a life of servitude and nothing will ever really change that.

"Alright, my love," he says, raising his voice to make sure that she can hear him. "You get some rest. I'll call you tonight."

CC waits until she hears his footsteps fading down the hallway and then permits herself to do what she's been wanting to do – sob out loud.

_Who is she kidding? She can never have a normal relationship with this man. Perhaps her mother has done her a favour, after all._

**...**

"OK, now, don't forget to go along with what I say," Grace reminded Brighton as they headed towards the Sheffield kitchen. "No matter how implausible it sounds."

"Nothing could be more im...im... _stupid _than Niles being in a relationship with CC," Brighton argued. "But it's your loss, so I don't really care."

"Alright, let's go in, then. Follow my lead," Grace instructed once more and the two siblings entered the kitchen.

Niles was in the kitchen, chopping up mushrooms and barely looked up when they walked in.

"Niles, do you have anything to eat? We're starving," Brighton announced.

The butler sniffed and pointed to the fridge. "You might want to try the refrigerator."

"I feel like something sweet," Grace murmured. "Maybe some of that raspberry cheesecake if there's anything left."

Brighton eyed the refrigerator's contents sceptically. "Sorry. I have a feeling Fran's already been there and done that."

"Then maybe some yoghurt," Grace suggested.

Brighton looked again before nodding in satisfaction and tossing a carton of strawberry yoghurt to his sister. He found a half-eaten pint of Phish Food ice-cream for himself.

"So, Brighton, you'll never guess who I saw in town this afternoon," Grace murmured, lowering her voice as though she didn't want anyone else to hear what she was saying.

Brighton groaned inwardly at his sister's theatrics, but played along as he had promised. "Who?"

"Miss Babcock... and she was having lunch with a _man."_

Out of the corner of her eye, Grace saw Niles raise his head. She smiled to herself. She had definitely captured his interest.

"No!" her brother exclaimed dramatically.

"Yes, really," Grace said cheerfully. "Tall, dark, handsome..."

"And, like, were they doing anything?"

"Just having lunch," Grace said airily. "But, if I'm not mistaken, there was a _lot _of chemistry happening between those two."

Niles' knife clattered to the floor. Muttering apologies, he bent to pick it up.

"And Miss Babcock looked _really _good," Grace continued. She was starting to enjoy this. Who knew she had such a gift for storytelling?

Brighton nodded appreciatively. "Yeah, I always thought she might be a bit of an alright if she wasn't so... Miss Babcock."

"Oh, she looked great," Grace agreed. "She was wearing this little black dress with a really low neckline..."

Niles could bear this no longer. He put down his knife.

"Miss Grace?" he said quietly, interrupting Grace's monologue. "I've forgotten to get some things at market. I won't be long."

"Sure, Niles, no problem," Grace answered brightly, although her eyes narrowed slightly in concern as she noticed the strained look on the butler's face.

_Had she miscalculated his relationship with Miss Babcock? Had she gone too far?_

"OK, bet's over, hand over the money," Brighton interrupted as soon as Niles had left.

"What?" Grace glared at her brother. "Since when did _you _win the bet?"

Brighton rolled his eyes. "C'mon, if he had something going with CC, he would totally have wanted to stick around and eavesdrop , find out a little bit more about her mysterious date, yada, yada, yada. Ergo, I _win."_

"You most certainly did not win!" Grace huffed. "Niles acted completely the opposite of how he normally would. Normally he _would _want to stick around and eavesdrop, but he didn't. He obviously doesn't want to hear about Miss Babcock having dates with other men!"

Her eyes widened in sudden understanding. "I think it's more than a relationship, Brighton. I think Niles is in love!"

"Yeah, right," her brother scoffed. "And they call _me _the dumb one in this family."

Grace looked at her brother pityingly and wondered why he couldn't see something that was suddenly so glaringly obvious to her

"You are," she replied evenly.

She felt a sudden pang of guilt, wondering how Niles had taken the news of the woman he was in love with supposedly being on a date with another man.

_I'll tell him when he comes home, _she decided. She didn't care about the stupid bet anymore – she couldn't keep it going when people's hearts were at stake.

**...**

"CC! CC! Open up!"

CC groaned when she heard Niles' voice. She had known she would have to face him, but hadn't expected it to be this soon.

She slowly shuffled to the door and opened it. She was startled by the red-faced madman in the doorway, who bore no resemblance to her normally calm fiancé.

"Who is he, CC?"

She looked at him in surprise. "Who is who?"

He gritted his teeth in anger. How dare she play the innocent with him?

"You know, CC. The man you were having lunch with, while you were supposedly too sick to spend time with me?"

She felt like she was in some sort of parallel universe.

"Niles, I don't know what you're talking about," she insisted.

He scrutinised her. "Lunch with a tall, dark, handsome man? Ring any bells?"

"Of course not!" CC sputtered in disbelief. "I didn't go out for lunch with anyone – I haven't left my apartment all day!"

His shoulders slumped and suddenly he didn't seem angry anymore – just tired and sad.

"I can handle the truth. Just please don't lie to me."

"But I'm _not _lying to you!" CC cried. "I don't know what you're talking about, honestly..."

He sighed. "Honestly?" He was starting to believe her. Perhaps Miss Grace had made a mistake – seen a woman who _resembled _Miss Babcock...

Although he found it hard to believe that there could be two such women in the world. His Babs was unique in every way...

"_Really," _she said emphatically. She took hold of his hand and squeezed it gently. "Niles, I love _you. _There is no other man. There never will be."

The sincerity in her voice was so strong, she hoped that Niles could hear it.

He nodded slowly. "I believe you," he said softly. "I must've been given the wrong information."

She breathed a sigh of relief as he put his arms around her, drawing her into his comforting embrace.

For a brief moment, she had thought she was going to lose him for good. And that had scared her more than she could ever imagine.

She wondered if this might have been one of BB's plans to break up her relationship.

It occurred to her that she could have used this opportunity as a convenient way of opting out of her engagement. She and Niles could go back to hating each other; she could go back to trying to find a wealthy husband, she could stop worrying about her mother interfering... everything could go back to the way it used to be.

There was only one problem with that. She didn't want things to go back to the way they were.

"You seem distracted," Niles commented as he led her to the bedroom. "What's on your mind?"

She smiled up at him, allowing his face to obliterate all of her fears and worries, at least for that moment.

"You."

**...**

_**Author's Note: Happy New Year! Thanks to CCandNiles4ever, Kittensbreath, writerlikeJo, EspoirDio, ladybrin, Avagrace2888, Lucky Starz, the-reverie, Iluvonelife, rx9872 and lynnylou31 for your reviews.**_

_**Another poll question for you, dear readers... which Nanny story should I update next?**_


	18. Decisions

"You seem happy this morning, CC," Maxwell remarked in surprise.

It normally took his business partner two cups of coffee just to wake up, let alone be civil to other people. But that morning, she was humming cheerfully (yes, _humming!) _ as she pored over scripts from aspiring playwrights.

She looked up and beamed at him. "Why shouldn't I be happy, Maxwell?" she said merrily. "It's _such _a lovely day today!"

She rose from her chair and drifted towards the patio doors. "In fact, why are these doors closed on such a lovely day? They should be open so that we can hear the birds singing."

"You _hate _birds, CC," Maxwell pointed out, wondering what had gotten into her. "You complain that they make too much noise – _that's _why we've always kept the patio doors shut!"

"I don't hate birds," CC insisted, that strange perky smile still upon her lips.

She ripped off a piece of her breakfast croissant and held out her hand. "Come have some breadcrumbs, little birdies! Come to Mama!"

As if on cue, a pigeon flew down and began to peck at the crumbs in CC's outstretched hand.

"There's a good birdie!" CC cooed.

Maxwell was beginning to think that his business partner had been abducted and her kidnappers had sent in this body double as a substitute. Either that or he had woken up in some sort of mysterious parallel universe.

He cautiously started backing away towards the office door. He needed a second opinion. Fortunately, he knew just where to find one.

**... **

"Honey, calm down! You're getting too excited – it's not good for your blood pressure," Fran admonished him a few minutes later. "And would ya speak up? I can't hear you over this cell phone – the reception's not so good in Bloomingdales!"

Maxwell sighed in frustration and looked warily around for any sign of his nosy butler. But he could hear chopping sounds coming from the kitchen, so he assumed Niles was currently out of earshot.

"It's CC," he said quietly. "She's been acting very strangely this morning. I'm wondering if we should get in touch with her therapist and make sure she's alright and not..."

"Losing her marbles?" Fran suggested.

Max winced. He hadn't wanted to say that, but his wife _did _have a way of just coming out and saying things.

"Well... yes," he admitted reluctantly. "What do you think, darling? I wish you were here, so that you could judge."

"Maybe you're overreacting," Fran commented. "I mean, it's not like the woman's a total ogre, right? So she wakes up one morning and feels fine without her caffeine. Big whoop."

"It's not just a matter of CC feeling fine," Maxwell said defensively. "She's standing on the patio feeding a pigeon and singing it a lullaby!"

"Oh, she's feeding a bird. Call the loony bin, she must be crazy!" Fran answered sarcastically, but with a slight tinge of amusement in her voice.

Maxwell sighed. "_I'm _the crazy one, aren't I? You're right. I'm probably just overreacting..."

His ears perked up at the sound of a new song coming from his office.

"Oh, she's not singing the lullaby anymore," he said ruefully. "She's singing 'I Say A Little Prayer For You'..."

"You're kidding!" Fran exclaimed, suddenly sounding more interested. "Say, you know what _that _means, don't ya?"

"I was right. She _is _going insane."

"No! Oy, have you learned _nothing _from marrying a Jew?" Fran huffed, rolling her eyes at Val, who had stopped shopping to listen to Fran's side of the conversation.

"She's not insane. She's _in love."_

"CC? In love?"

"Yes, I said that already," his wife said impatiently. "Go back to work and fill me on all the gossip. I've gotta go. They're about to start letting people into the sale now. _Val, I told you to make like you were passing out! That's how you get the bargains!"_

Maxwell found himself smiling as he hung up. His Fran was definitely one of a kind and he was so lucky to have her.

_CC's in love, huh? _he mused as he headed back to the office. _I wonder who with._

**...**

"If you're quite done feeding that pigeon, CC, could you please come in and actually do some work?"

Maxwell didn't want to be irritated with his business partner – especially if his wife was right and CC _was _in the first flushes of new love – but they _did _have a lot of work to get through today.

"Coming!" CC said merrily. "Bye-bye, birdie." She lifted her fingers and waved goodbye at the pigeon.

"Sorry, Maxwell," she apologised as she entered the office, professional once more.

She didn't know what had gotten into her. Since when was feeding a bird more important to her than carrying out her daily duties at the office? Since when had she _ever _fed a bird before, period?

"It's fine, CC," Maxwell responded pleasantly enough but she could hear the undercurrent of strain in his voice.

"What's wrong?" she asked tentatively, instinctively sensing that something _was _wrong.

Maxwell took off his glasses and rubbed his temple slowly.

"Well, it's very peculiar," he said thoughtfully. "But three potential investors have backed out of their financial promises today."

"_Three _investors!" CC exclaimed, not bothering to hide her surprise.

It was expected that every production would lose at least one potential eager investor, they considered it unlucky if they lost two, but three was practically unheard of! And in only one day at that.

"Has something happened?" she asked fearfully, her PR side already taking over and wondering how they could best handle the situation. If word got out on Broadway that three potential investors had backed out of Sheffield-Babcock's latest production... well, they'd have to fight hard to make sure that they didn't lose the others as well.

"Not that I know," Maxwell said with a worried frown. "I've made a few discreet calls, of course, but nobody seems to have any information as to _why _these investors have backed out... and so suddenly too."

_Your success as a businesswoman is determined upon your reputation and your contacts, CC. You'd be surprised at how quickly those things can disappear._

CC swallowed hard as she suddenly remembered her mother's sinister warning. She knew her mother had influence, certainly – but could she really have forced three investors to withdraw their financial contributions towards their company's new show? All because she disapproved of CC's engagement to Niles?

"Don't look so glum, CC. We'll work something out!" Maxwell encouraged. He saw the frightened expression on CC's face and wanted to reassure his business partner that this wouldn't ruin their plans for the new show.

"I'll call up some more people, you'll schmooze them into getting involved... we'll have the resources back before you know it!"

_Or will we? _CC wondered. Suddenly she was afraid to trust _anyone – _BB might have gotten through to _all _of their investors by now. Before she and Maxwell were able to do anything, their much-anticipated new show would be closed before it even got to Broadway.

_Should she confess to Maxwell that this was all her fault? Would he fire her? He'd have to, wouldn't he? He couldn't be in business with a woman whose mother was sabotaging her every move..._

_There is another alternative, CC, _a little voice piped up. _You could quit your job._

"Quit my job!" CC exclaimed out loud and Maxwell looked at her in shocked surprise. She began to chuckle mirthlessly – a bitter onslaught of laughter that had Maxwell wondering if CC really might be crazy after all.

_And do what? _she asked herself sarcastically. _All you've ever wanted to do is work on Broadway. You knew you couldn't be an actress, so you did the next best thing – you became a producer. This is your heart and your soul – you can't leave it for something else! And it's not like you're qualified to do anything else, anyway!_

_There is one more option, _the little voice pointed out and CC put a hand over her heart, because the flood of emotional pain which seared through it felt so real.

_I can't do it, s_he argued silently with her mind. _I can't break off my engagement to Niles._

"Are you alright, CC?" Maxwell asked in concern, definitely more than a little worried now.

CC smiled faintly at him, but the merriment she had felt that morning now felt like a distant memory.

"I've – I've got to go," she croaked. "I'm not feeling well."

Maxwell wanted to tell CC that she _couldn't _go. There was so much work to get through that day, even more work now that they had to replace three of their investors!

But he observed the ashy pallor of CC's complexion and surmised that she _was _unwell. No person who was well and healthy could look like _that – _like they'd just caught a glimpse of Death.

"Do you want to lie down?" he offered solicitously. "I'll have Niles make up a bed for you in one of the guest rooms. Maybe you just need some rest."

The mention of Niles made her purse her lips tightly. She _loved _the man and she wasn't going to give him up. She vowed that she would quit her job before she quit being with him – before she quit _them._

But she was a businesswoman first and foremost. She knew she needed to think about her options and figure out what the practical thing to do was. And she also knew she wouldn't be able to do that if her fiancé was around.

"No, I'd rather go home," she said quietly. "I can get a cab, no need to worry."

"Alright," Maxwell said reluctantly. "Take care of yourself, CC. I hope you feel better tomorrow."

"So do I," she muttered as she slowly walked towards the Sheffield's front door.

She had no idea what tomorrow might bring. But knowing BB Babcock, if this was one of her stunts – the worst was yet to come.

_**Author's Note: Virtual lollipops and thanks to CCandNiles4ever, avaGrace2888, ladybrin, the-reverie, StarryPeaches, rx9872, LaurenLaneLover and shyangel65 for reviewing the last chapter. **_

_**As requested (dare I say demanded!) by the majority of you, I have decided to finish this story before I continue with any of my other Nanny fics. That includes the ones I've already started and the ones I still have in mind. **_

_**Readers' Poll Question for this chapter – What is your favourite Niles/CC insult?**_

_**Please review! xo**_


	19. Out of the Ordinary

_**~*~*~* Author's Note: I've created a Twitter account! *~*~*~**_

_**For updates on my stories, sneak peeks at future chapters, opinion polls, random funnies and discussion, please follow me at: **__**/Vee22FanFiction**_

_**And don't just follow, please say hello and introduce yourself too! I'd love to hear from you! ;)**_

_**READER CONTEST: To make things interesting, I'm running a contest! The prize – you get to write a line in the next chapter of My Fair Butler.**_

_**To enter, all you need to do is review and include one line that you'd like to see in the next chapter. It can be ANYTHING you want, provided that it's not swearing or anything that would be above the current T rating of this story.**_

_**You can enter as many times as you like, but each line must be in a different review. **_

_**I'll pick my favourite for the next chapter. Can't wait to see what you come up with! xo**_

**...**

"Oy, would you look at me in this dress?" Fran said in dismay as she eyed her reflection in the mirror. "I look like a blimp!"

"But with good reason," Val reassured her with a grin, as she tilted her head thoughtfully and looked at her best friend.

"Oh, come on, you call that a bump? That's practically nothing! But maybe you just need to try another dress."

"You're right," Fran said ruefully as she tugged at the skimpy hot pink mini that she was wearing. "I'd better get used to wearing different clothes now, huh?"

"I can't believe Maxwell hasn't noticed yet," Val marvelled. "When are you going to tell him?"

"Soon," Fran murmured. "I'm actually pretty surprised that neither Ma nor Yetta has let it slip yet. _Especially _Ma – I'm sure all of Flushing knows about it by now!"

"Then you'd better tell Max ASAP," Val advised. "You don't want him hearing it from somebody else before you get the chance to tell him."

"You're right," Fran agreed. "I'll tell him tonight."

She smiled as she rubbed her stomach protectively, excited about the new life which was growing within her.

"I can't wait to tell him that he's going to be a daddy... again."

**...**

"Niles!" Max bellowed as his butler walked past the office.

Niles put his head in at the door and raised a questioning eyebrow. "Yes, sir?"

"I've got a terrible headache. Would you mind getting me some aspirin and a glass of water?"

The butler looked at his employer in surprise.

"If you don't mind me saying so, sir, you look like you could use more than an aspirin," he said diplomatically. "Should I get you something a bit stronger? A whiskey, perhaps?"

"Yes, please," Maxwell said gratefully, rubbing his temples once more. "And make it a double."

"As you wish, sir," Niles said agreeably.

It took him a matter of minutes to mix up a drink for Mr Sheffield and sneak a few quick sips himself, while he was at it.

"Thanks, old man," Max said as he gulped his drink down.

"Is something wrong, sir?" Niles asked cautiously, noticing his employer's stressed expression.

"You could say that," Max said with a groan. "Three of our investors for the new show backed out today."

"What?"

Niles was as gobsmacked as Maxwell and CC had been. He'd been working for a producer long enough that he'd learned quite a bit about what it took to produce a show – and he knew just as well as they of the unlikelihood of such an event.

"I'm beginning to wonder if Andrew Lloyd Webber's somehow gotten to them," Maxwell muttered. "I can't think of any other reasonable explanation for this."

But Niles had suddenly noticed something else.

"Where's Miss Babcock, sir?" he said cautiously. "I would've thought she'd be on the phone trying to schmooze them back by now."

"Oh, CC went home," Maxwell said idly. "Said she wasn't feeling well."

"Again?" Niles asked in alarm, remembering how CC had been sick the day before.

Maxwell looked at his butler in confusion. "Again?" he repeated slowly. "What do you mean, again?"

Niles bit his lip as he realised that he wasn't supposed to know that CC had been sick the day before.

"Oh, I must've gotten her mixed up with someone else," he said quickly.

Maxwell eyed Niles speculatively. "You know, I haven't heard you insult CC in a while, Niles. I'm pleased to see that you two finally seem to have come to a truce."

"A truce? Oh, no, sir – I couldn't do a deal with the devil," Niles exclaimed, forcing a chuckle.

"Anyway, if you don't need me, sir, I might get started on dinner preparations." He needed to give CC a call and make sure that she was alright.

"Yes, go ahead," Maxwell said absently as he turned back to his work and sighed.

**...**

"_What on earth am I going to do?" _CC thought wearily as she walked into her apartment and flopped on the couch.

Surely there had to be _some _way in which she could stop BB – she couldn't just step aside and let her mother ruin everything she'd worked for!

Perhaps if she talked to the investors and tried to convince them to change their minds...

She pulled out her Blackberry and scrolled down her list of contacts. She quickly found Roger Adams, the first investor, and before she could change her mind, she pressed the call button.

"Hello?"

CC frowned. The voice at the other end sounded uncomfortable and very ill at ease, a far cry from the confident bank manager she remembered meeting at a business dinner a few months ago.

"Roger Adams?" she replied hesitantly, wondering if she'd reached someone else instead.

"Who wants to know?" the voice replied defensively.

Now CC really was confused.

"Roger, it's CC Babcock from Sheffield-Babcock Productions..."

"Oh, CC!" The voice suddenly sounded a lot more at ease. "What's new with you?"

"Well, I was just wondering why you chose to withdraw from our latest show, Roger. Maxwell and I were very enthusiastic about your support..."

There was a pause and then a nervous cough.

"Oh, CC, you know how it is... The wife thought I had my finger in too many pies and advised that I take it easy for a bit. Can't very well argue with her, can I?"

"Of course not," CC said courteously, but her instincts told her that Roger was lying through his teeth. This whole thing just smelled a little too fishy for her liking.

"Well, I'm sorry to hear that, Roger. We were looking forward to having you on board."

"I _am _sorry, CC," Roger said apologetically, and this time, he did sound sincere. "If I had a choice... but I don't at the moment, unfortunately. No hard feelings, I hope?"

"Sure," CC replied insincerely, although she _was _still annoyed with the man. His explanation sounded quite plausible, but for some reason, it didn't ring true in her ears.

"One down, two to go," she said to herself as she said goodbye and hung up with Roger.

The second investor on her list was a woman – Prue Cowell. CC didn't actually understand how her mother could've gotten through to Prue as they weren't good friends... or even social acquaintances. Yet years of experience had taught her never to underestimate the capacity of BB's influence.

"Prue Cowell speaking."

"Hi Prue! CC Babcock here."

"Ah, yes," Prue said instantly, sounding as though she'd been expecting CC's call. "I assume you're calling about my withdrawal."

"Well, yes," CC said, pleased that they could skip the social niceties and get straight to the point. "I was just wondering what happened, Prue – you seemed so excited about the production when I saw you last."

"I was," Prue said noncommittally. "But other things have come up which require my attention, CC, and unfortunately I just couldn't commit to your show anymore."

_A very similar excuse to Roger's_, CC noted.

"I'm sorry to hear that, Prue," she said finally, sensing from the woman's determined tone that she had already made up her mind and there was no need to try and win her back. "I hope you sort your other interests out."

_Last one, _she thought glumly as she scrolled down her list of contacts, looking for the name of the third investor. But after her conversations with Roger and Prue, she didn't have high hopes for the third.

"Bonjour, CC."

CC forced herself to sound jovial. "Hello, Pierre!" she greeted. "I suppose you know why I'm calling."

"Oui," Pierre said knowingly. "You wish to know why I am no longer able to support your show!"

"Yes," CC said tiredly. "Can't you please give me a straight answer, Pierre? I am so tired of hearing the same old excuses."

"You have had others pull out too?"

"Yes," CC confessed, not seeing any point in keeping up the charade. "And as you can imagine, it's very puzzling for both Maxwell and myself."

"Well, I cannot speak for the others," Pierre declared, "but for me, I will confess I have decided to invest with Sir Andrew Lloyd Webber's production instead."

"Well, thank you for being honest," CC sighed, visually crossing the third name off her list. "I wish it could be otherwise but I know better than to try changing a Frenchman's mind."

Pierre chuckled. "Ah, if anybody could do that, it would be you, _ma cherie," _he said gallantly. "A Frenchman's mind might very easily be turned by a beautiful woman."

_Pierre had always been a bit of a flirt, _CC thought with a smile. _Harmless, of course, but she had to admit that she did enjoy bantering with the man._

"You flatter me, Pierre," she shot back. "I'll let you go... but I'd just like to ask you one thing."

"Anything!"

"Have you spoken to my mother recently?"

"No, I haven't seen or spoken to your mother since... oh, it must be at least four or five months ago now," Pierre declared.

_Curiouser and curiouser, _CC thought to herself as she hung up with Pierre.

She'd taken it for granted that BB must be behind the sudden withdrawal of these three investors, but what if it wasn't her? What if she had another enemy, one that she didn't know yet?

**...**

Niles smiled to himself as he inhaled the heavenly smell of his lobster bisque. He rarely took the time to make this but he'd decided to today.

_Looks like everything's control, _he thought in satisfaction as he gazed around the kitchen. His potato gratin was already baking in the oven, a fresh tossed salad was on the counter and his famous strawberry cheesecake was chilling in the fridge.

He was disappointed that CC wasn't there – he knew that she loved his cheesecake. Perhaps he should save her a couple of slices, although he wasn't sure that she would be feeling well enough to eat it. He'd tried calling her earlier and had only gotten her answering machine, so he reasoned she must be napping.

_Well, I guess I'd better go clean the downstairs bathroom, _he mused. He liked to finish small chores while he was preparing dinner. The family rarely used the downstairs bathroom, it was mostly used by guests and CC, and so he considered it to be a fairly small task.

It didn't take him long to clean up the bathroom at all. He even managed to polish the taps.

_That was quick, _he thought, pleased with himself. All he had to do now was empty the rubbish bin and he'd be finished.

But as he was emptying the rubbish, he froze. Because amongst the normal collection of used tissues and empty hand lotion bottle, there was something very out of the ordinary.

He was no expert in these types of things. But even to his untrained eye, it looked suspiciously like a used pregnancy test.

And it was positive.

Suddenly he started thinking about CC's pale complexion, how she had thrown up yesterday and the fact that she'd gone home sick today as well.

_Could she be pregnant?_

**...**

_**Author's Note: Thanks and virtual lamingtons (it's Australia Day!) to everyone who reviewed the last chapter - Lucky Starzz, CCandNiles4ever, AllTheSnakes, ladybrin, the-reverie, rx9872, StarryPeaches and shyangel65!**_


	20. Surprises

"Hey, B! Over here!" Fran hissed as her stepson walked past the bedroom that she and Max shared.

Brighton turned around and looked at her inquisitively. "Yes, Fran?"

"I need a favour," she announced. "Can you make sure that you and the girls are out of the house tonight? Maybe you can go to the movies or something. I hear there's an all-night movie marathon happening at the theatre next to Wong's Chinese."

"You want me to go the movies with _them?" _Brighton exclaimed incredulously. "Fran, please, I have a reputation to uphold! If people see me at the movies with my sisters, they'll think I can't get a date!"

She smirked. "And _do _you have a date tonight, B?"

Brighton's cheeks coloured. "Well, no... but I _could _have asked someone out in the next couple of hours and now I won't have the chance to!"

He scowled. "Besides I _hate _going to the movies with them. Maggie only ever wants to watch chick flicks and Gracie always tries to psychoanalyse the characters and tells us what they're doing wrong."

"I'll make it worth your while," Fran interrupted, holding up a few bills.

Brighton's eyes gleamed greedily. "Well, that'll pay for the movie tickets," he acknowledged. "But what about the drinks? And the popcorn?"

"Alright," Fran acquiesced, pulling out her purse and handing him another few bills. "Will that cover the snacks?"

Brighton tapped his chin thoughtfully. "And how are we going to get there? I mean, we could take the limo but it'd be more convenient if we had money for a cab..."

Fran rolled her eyes."Oy, I've taught you too well," she sighed. "OK, here's the cab money."

"But if we come home too early or something? The only way you could guarantee we'd be out of the house is if we were in another state. Or even another country?" Brighton suggested brightly. "It's been chilly in New York lately, so a Caribbean vacation might be nice..."

Fran put her hands on her hips. "B, let me put it this way. If you and your sisters come home earlier than you're supposed to, you might see me and your father doing something that you _don 't _want to see." She winked at him mischievously.

Brighton paled and shook his head quickly, obviously wanting to rid his mind of the disturbing images her words had conjured.

"We'll be good," he squeaked, hurrying away.

Fran smiled in satisfaction as she watched him flee. "Honey, you're a good student but you'll never be better than the master."

**...**

"This is delicious!" Maxwell remarked as he finished his second bowl of lobster bisque. "It's a shame that the children aren't here to enjoy this. Niles truly outdid himself tonight."

"He did," Fran remarked as she dug into her serving of potato gratin.

"And you look beautiful, darling," Maxwell said fondly. "I can't believe you got all dressed up for a night at home."

Fran preened as she smoothed down the sides of her brand-new black silk sheath. She didn't normally wear solid colours, let alone plain black, but the folds of the dress swirled flatteringly around her stomach, hiding her tiny bump.

"Even a night at home is special when I get to spend it with my handsome hubby," she cooed, leaning in for a quick kiss.

"Oh, it's nice to be at home, just the two of us, isn't it?" Maxwell murmured. "I've missed these evenings... just you and me alone without any kids around."

Fran stiffened. She couldn't have dreamed up a more perfect segue into what she wanted to discuss.

"Well, we're not exactly _alone," _she said meaningfully.

Her husband frowned in puzzlement and scanned the room quickly. "Sure we are," he said in surprise. "Or has Niles rigged up some kind of webcam to spy on us?"

"No, honey, you're not following me," Fran said a trifle impatiently. "We're not alone without any _kids."_

"But we heard them go to the movies half an hour ago!" Max protested, still not understanding what Fran was trying to say.

"Sweetie, work with me!" Fran sighed, taking his hand and placing it on her stomach. "We're not alone and we _do _have a kid with us. Or what's going to be a kid..."

Maxwell frowned as he felt the tiny bump, wondering when his ultra-slender wife had suddenly put on weight. And then the full force of her words hit him like a monster truck.

"You mean..." he gasped, almost unable to say the words. "You mean... you're _pregnant_?"

"Yes!" Fran exclaimed joyfully but her bubbly smile quickly dissipated as she perceived her husband's seeming lack of enthusiasm.

"Aren't you happy about it?" she asked anxiously, silently wondering what she would do if he wasn't. She'd never stopped to consider how _Maxwell _might feel about having a child at this stage of his life – after all, his three older children were practically independent adults!

But she couldn't _imagine _not having this baby. She'd wanted to be married for so long and although she loved Maggie, Brighton and Grace as though they were her own children, she felt this baby was the one missing link in her heart.

Fortunately Maxwell quickly alleviated her fears. "Of course, I'm happy, darling," he murmured, taking her hand and squeezing it gently. "I'm just a little surprised, that's all. I never thought I'd have another child after Sarah died... and now... I just feel a bit overwhelmed."

"But I _am _happy about this," he added quickly, seeing Fran's unhappy expression. He drew her into his arms and tenderly kissed her baby bump. "I can't wait to have a child with you."

Fran smiled happily. "Oh, good – I can finally tell Ma this is no longer a secret! She can move on from bragging about her son-in-law, the handsome Broadway producer, and start bragging about her grandchild, the child of her son-in-law, the handsome Broadway producer."

"Wait a minute... your _mother _knew about this?"

"Well, yeah, I've been promising her grandchildren for so long, I had to let her know straightaway!"

"Does anyone else know about this?" Maxwell asked warily. He knew it was silly but he felt somewhat affronted that he hadn't been the first one to hear about his own wife's pregnancy.

"Nobody, nobody," Fran assured him. "Except the doctor, of course, and the nurse 'cause she wanted to congratulate me, and Yetta, and Val, but that's it. I swear."

Maxwell paused. "That huge bouquet of roses my sister sent this morning with a big card that said 'Congratulations', that wasn't really for my new show, was it?"

"Well, she might have figured it out when she called here a few days ago. She's _very _intuitive," Fran said huffily.

"Joss? The same woman who didn't realise she was in love with her chauffeur until she was getting ready to walk down the aisle towards another man?"

"Obviously she's gotten wiser after that experience," Fran murmured.

"I don't believe it," Maxwell said in disbelief. "We're having a baby and the whole family knows about it before I do."

"Just the family... No-one else. Honest." Fran insisted.

"Does Niles know?"

Fran hesitated. No, she hadn't actually _told _Niles, but he did have an uncanny way of knowing about things before people told him about them. Not to mention his sometimes irritating habit of eavesdropping...

The hesitation was enough. "Even my _butler _found out before me?"

"Look, honey," Fran said quickly, drawing his hand back to her bump. "It's not important who found out first about the baby. What's important is that we _are _having a baby. We've created a little miracle."

Maxwell's eyes softened. "You're right, darling. I love you." He bent towards Fran's tummy. "And I love _you, _little one," he whispered. "Mummy and Daddy can't wait to meet you."

**...**

As the Sheffields celebrated the newest addition to their family, Niles stopped outside CC's front door and fumbled in his pocket for the key she had given him. If she was still napping, he didn't want to wake her up.

Sure enough, he found his fiancée napping on the couch, tucked comfortably under her pink fleecy blanket and looking incredibly angelic. At this moment, seeing her look so innocent, it was hard to believe that he had ever considered her to be the Bitch of Broadway.

"**But you said you wouldn't! How could you?" **CC suddenly declared accusingly. Niles jumped at the sound of her anguished voice and anxiously hurried over to her side, wondering what the matter was.

"**How could you drop my favourite book in the toilet? **You knew how much I loved it!" CC continued hysterically.

Niles quickly deduced that she was talking in her sleep. From the way she was tossing and turning, it was obvious that she was having a nightmare of some sort. Although the content of her nightmare sounded a little strange (who had nightmares about someone dropping their favourite book in the toilet?), he couldn't ignore the alarm in her voice.

He silently wondered whether it would be safe to wake her up. He distinctly remembered reading somewhere that you shouldn't wake up a person who was sleepwalking... but he didn't know if the same advice applied for someone who was sleep_talking._

"_No! _Please don't!" CC whimpered unhappily. She was clearly very distressed.

Suddenly Niles didn't care _what _people said about waking up sleeptalkers. All he knew was that CC was upset and that it was his job to rescue her.

"Wake up, sweetheart," he said softly, planting a tender kiss on her forehead.

CC started and sat up with a jolt. At first she didn't appear to know where she was – she looked afraid and almost panicked.

"You're alright, CC. I'm here," Niles soothed, putting his arm around her and gently stroking her hair.

"Oh, Niles... Thank God," she whispered finally, resting her head on his shoulder. "I'm so glad you woke me up."

"I had to. It seemed like a pretty bad nightmare," he remarked, holding her close.

CC shuddered but didn't say anything. She had no desire to confess that she had been dreaming about her own mother.

She didn't need to be a dream psychologist to analyse her own dream. The meaning was fairly obvious.

Her favourite book was clearly a metaphor for Niles – something that she loved and cherished but her mother despised and disapproved of. And because of her disapproval, she was trying to get rid of what her daughter loved.

"Should I make you some tea?" Niles offered, trying to stand up.

She clutched at him desperately as though she never wanted him to leave.

"No, please stay here with me," she whispered softly. "I need you to be here with me."

Niles smiled as he remembered the last time she had uttered similar words to him. It had been on the night that he and CC had begun their relationship. Funny, it hadn't been all that long ago, but he felt as though they had been together for an eternity.

"**I'll always be here for you," **he uttered sincerely as he sat down again and enfolded her within a close embrace.

"How did you know I was at home?" she asked, stifling a yawn. She'd been asleep for the past three hours but because she hadn't slept well, it felt like she hadn't gotten any rest at all.

"We _do _work in the same place, you know," Niles smirked. "It wasn't brain surgery."

An expression of concern flickered across his face. "Actually, Mr Sheffield told me you weren't feeling well. What's the matter?"

"Oh, I don't know," CC said with a groan. "After I got the bad news about the investors, which I assume he also told you about, I just felt really dizzy and nauseous."

Niles' brow furrowed. "Have you eaten today?" he asked suddenly, looking very worried.

CC wrinkled her nose. "C'mon, Niles, you know what my fridge looks like. I don't even have milk, what makes you think I'd have groceries?"

"Damn! I knew I should've brought some food over," Niles muttered under his breath.

If it weren't for the concern on Niles' face, CC would have laughed out loud.

Instead, she said solemnly, "I'm alright, Niles. I had a croissant this morning and that's kept me going."

"_One _croissant? That's all you ate today?"

Niles looked stricken. "I'm going to the shops right now."

He didn't know much about pregnant women, but he was sure of one thing – they definitely needed nutrition and calories to replenish the energy pregnancy drew out of them. A croissant was definitely not enough to keep CC going, let alone their unborn baby.

"But... why?" CC exclaimed in confusion. "I'm not hungry, Niles. That croissant filled me up, really!"

He looked at her gravely. "A croissant filled you up? **You don't honestly expect me to believe that, do you? **I've seen you put away a lot more than that in one meal, let alone in one day!"

And despite CC's protests to the contrary, Niles immediately went grocery shopping for the healthy foods he wanted the mother of his child to have. He picked out some fresh fruits and vegetables – not too much, though, as he didn't want the food to spoil. He selected some cereal with iron and folate because he'd heard those things were good for pregnant women. And he didn't know whether CC would succumb to any sorts of strange cravings, but just in case, he picked up a pint of ice-cream and a jar of pickles.

"You've bought out the whole store!" CC exclaimed, wide-eyed, as she gazed at her fully stocked pantry and fridge.

"Nearly," Niles grinned. "I tried to bring back the candy vending machines but the manager did draw the line there."

He looked at her sternly. "Now you sit down and rest while I get some dinner for you."

"Wow, do I feel spoiled!" CC declared happily as she sat on the couch again and watched her fiancé cook. As always, she was struck by how knowledgeable and confident he was in her kitchen. He truly was the master of that domain.

"That looks amazing," she said sincerely as Niles set the table. She _hadn't _been hungry but the mouthwatering smells coming from her kitchen would have changed anybody's mind.

"Potato and leek soup, French bread, casserole, and if you're good, some tiramisu for dessert."

CC licked her lips and dug in hungrily. The food tasted just as good as it had smelled and not for the first time, she was thankful that her man was so gifted.

Niles smiled contentedly as he watched his fiancée eat with gusto. He'd been genuinely concerned when she'd told him she hadn't eaten all day – not since that croissant, anyway. But it was good to see her eating heartily now.

For no particular reason, his mind was suddenly catapulted back into a day during the early weeks of their relationship.

Maxwell had been away and CC had had a terrible day, dealing with a sleazy businessman who was only willing to invest money with their company if CC would date him. Niles had walked past the office, happened to hear the businessman's slimy propositions, and was appalled. He'd quickly walked in and told the businessman to get out.

CC had burst into an unexpected flood of tears after the man had left, and it had been up to Niles to comfort her.

"Are you alright?" he asked softly.

"Why would you care?" she shot back tearfully. "Men are all the same – you only want to help women out when they give you something in return."

"That's not true," he countered instantly. **"You have to believe me. I was – am – very concerned about you. I love you!"**

It didn't take a scientist to figure out that CC had been very emotionally damaged by past relationships that had let her down. How could she honestly believe that Niles was a decent man when all of the other men she'd dated had been complete jerks?

It had taken time, persuasion and a _lot _of patience, but Niles hoped he'd finally won CC's trust when he stayed by her side for the rest of the day.

He'd definitely cheered her up, so much that she managed to crack a joke and say, **"You see me standing here, stressed, tense and miserable after a horrible day. So why aren't the hands of the man that lives to knead dough giving me a massage already?"**

He'd been only too happy to oblige.

**...**

"It's getting late," she said worriedly as she glanced at the clock. "Do you need to go home?"

At times like these, Niles remembered that CC was very much like a child. She still found it difficult to accept that he would stay with her when she needed him. This vulnerability apparently stemmed from her parents' treatment of her when she was young – they had never been around when CC had needed them.

"**I love you,"** he said gently, **"and the only place I want to be is in your arms."**

She purred like a kitten as he swept her unexpectedly off her feet and carried her towards the bedroom.

He couldn't _wait _to marry this woman.

_There was only one problem, _he thought guiltily as he shut the bedroom door. And he hadn't told CC about her.

_What would she think of Becky?_

_**Author's Note: Phew, that was a long chapter! Virtual shortbread and thanks to slm38, CCandNiles4ever, ladybrin, Lucky Starzz, StarryPeaches, the-reverie, rx9872, shyangel65, my-hero-mizzy and Kittensbreath for reviewing the previous chapter.**_

_**And special thanks to all those who entered my contest! As you've probably realised, I decided to really challenge myself and use ALL of the quotes you suggested. They're the ones marked in bold.**_

_**I've signed up for a Twitter account! For information on when I'll update my stories to discussions on my favourite fandoms, please follow me and introduce yourself. =)**_

_**Who is the mysterious Becky? Well, you'll just have to wait until the next chapter – and review! xo**_


	21. Calm Before The Storm

"This is just terrible," Maxwell said despondently as he looked over the list of figures. "At this rate, we're never going to be able to put on our new show."

"It can't be as bad as that, surely?" CC asked in alarm.

"I'm afraid it is," Maxwell replied solemnly. "The three investors who pulled out were financially responsible for the bulk of our show. There's no way we can afford what we need right now – sets, venue... not to mention the actors."

CC's heart sunk. She had been counting on their new show to be a success, particularly as it was to be Niles' debut on Broadway. She knew, more than anyone, just how much he wanted this.

He'd practised his part with her until he was word-perfect, his songs all sounded wonderful...

And now he might never get the opportunity to show New York how talented he really was.

"Perhaps I can be an investor, Maxwell," she suggested timidly. "Between the two of us, if we were both prepared to make financial contributions, maybe we could salvage the show."

But she knew, as Maxwell did, that it would be a mistake to do so. And her colleague confirmed it by shaking his head immediately.

"That would be disastrous, CC," he said with a sigh. "The press would have a field day – they'd jump on the fact that we'd lost three investors and were forced to sink our own money into the production. It would be bad PR and you know it."

Privately he was also thinking of the news that Fran had sprung upon him last night. He had been delighted to hear that she was going to have another baby but he was simultaneously aware that adding a new member to the family was not going to be easy.

Maybe cancelling their new show would work out better for everyone. They'd take a break, he'd get to spend more time with his family and eventually, once the smoke had cleared, they would start thinking about the next production.

"But what else can we do?" CC cried in frustration. "Isn't there anything else we can do?"

"I don't know," Maxwell said honestly. He'd had difficulties with productions before, but they'd never been quite this extreme.

"Should we withdraw Niles from the show?" he wondered out loud. "That may have been what spooked the investors – our casting of a no-name butler as our male vocal lead."

"Withdraw Niles from the show? Are you _crazy?" _CC exclaimed vehemently. "He's damn well the best talent in the cast and you know it! He earned that part fair and square and I won't let you take that away from him."

Maxwell looked surprised at his partner's fierce reaction.

"Alright, alright, it was just a thought," he muttered.

"Well, it was not a very _smart _thought, Maxwell," CC said icily. "Particularly as the rest of the investors are in the show _because _of Niles... don't you remember the results of that backer party?"

Her face softened as she reflected upon the party. It had been the first time that she had really seen Niles for who he was, under the apron and rubber gloves. And she was very grateful that she'd had that opportunity.

"Yes, I remember," Max answered gruffly. "He was brilliant and believe it or not, I _don't _want to fire him from the cast. But we may not have any choice if we have to cancel the show, anyway."

"We're not beaten yet, Maxwell," CC said determinedly. "There's got to be a way for us to save this. There just _has _to be."

"I'm fresh out of ideas," Maxwell confessed.

"How can you be fresh out of ideas? We haven't even started brainstorming yet!" CC declared in frustration.

She picked up a pad of paper and a pen. "C'mon, Maxwell, there has to be something we can do."

"I suppose we could have a fund-raiser," Maxwell suggested doubtfully.

"You mean, another backer's party?"

"Yes... something like that."

"I suppose it's a start," CC sighed as she scribbled the idea down.

"We could chase up old investors..."

"Good!"

"We could try to persuade the new investors to come back?"

CC cringed. "Uh, I'm pretty sure they've made up their minds, Maxwell. Let's not push the matter."

"Knock, knock!" Fran sang out as she sashayed in with a plate of brownies. "I thought my handsome hubby could use a sweet treat."

"Oh, thank you, darling!" Maxwell exclaimed appreciatively.

CC tapped her foot impatiently as Nanny Fine fed Maxwell a piece of brownie.

As she'd feared, Nanny Fine's entrance had completely distracted Maxwell. He seemed to have forgotten all about brainstorming to save their new show and was instead chuckling foolishly as his wife wiped a smear of chocolate from his upper lip.

"Can we please get back to business here?" she said coldly.

"Maybe Fran can help," Maxwell suggested, smiling fondly at his wife. "Honey, what would you do if you needed to raise money to save a Broadway show?"

Fran looked thoughtful for a moment and then her eyes lit up. "I'd have an auction!"

"And just what are we going to auction, Nanny Fine?" CC asked impatiently.

"_Well," _Fran said with a suggestive grin, "how about the members of the cast?"

"I'm not quite sure I follow, sweetheart," Maxwell said hesitantly, looking bemused.

Fran giggled. "You auction off things they can do – say, like a date or something – and then have people bidding on the cast. Whoever bids the most money ends up with the date or whatever it is that the cast auctions."

"Oh, of all the..." CC couldn't even finish her sentence. She was speechless.

"Maxwell, tell Nanny Fine what is a preposterous idea that is."

"Hey, don't knock it until you've tried it!" Fran insisted. "Ma once organised an auction of single Jewish men and that raised enough moolah to renovate the synagogue."

Maxwell looked at his business partner. "It might be worth a try, CC," he said hesitantly.

"But...but that'd just be so demeaning to Niles...and you know, all the rest of the cast!" CC sputtered.

Fran raised an eyebrow. "Since when do _you _care about something being demeaning to Niles?"

"Well, I _don't, _Nanny Fine. But it's going to be our company's reputation on the line – everyone's going to think we're a laughingstock!"

She looked pleadingly at her colleague. "Come on, tell her, Maxwell. She's _your wife."_

Maxwell beamed. "Yes, and I think it's a _fantastic _idea, darling. In fact, I think you should help us organise it!"

"You have _got _to be kidding me," CC exclaimed in disbelief. And she stormed out of the office.

**...**

"How can you find this so funny?" CC demanded, hands on her hips.

Niles stopped chuckling, but couldn't hide the expression of amusement in his blue eyes.

"I'm sorry, love. But it _is _quite comical. The idea of having an auction... and of course it would be Mrs Sheffield's idea..."

"Yes, and it's a _terrible _idea," CC fumed. "The very idea... auctioning you off like you were... some piece of meat!"

She shuddered involuntarily. "I can see all this decrepit old society vultures trying to hook their claws into you now..."

"It might be a bit of fun," Niles said with a shrug. "And it _is _to save the new show, after all."

"But there are hundreds of other ways in which we could save it and they're _much _more appropriate!"

"Oh, really? And what would these other ways be?"

"Well, we could call up old investors," CC said defensively. "We could have another backers' party."

She paused. That was all she had gotten to write down on her brainstorming list before Nanny Fine had interrupted with her preposterous idea.

"Is that all you've got?" Niles asked smugly.

"Well, I could have thought of more if Nanny Fine hadn't interrupted," she retorted. "And why are you acting so blasé about this, anyway? Do you _want _to go out on a date with some airheaded socialite?"

Niles smirked. "Why, my dear Caca, I do believe you're jealous."

"Jealous? Me? Never!" she declared, but not without a faint blush colouring her cheeks and suggesting otherwise.

Seeing that she needed assurance, Niles took a step closer and put his arms around her.

"My love, I _already _have the woman of my dreams. One date for charity isn't going to change how I feel about you."

Mollified, CC rested her head on his shoulder and allowed him to stroke her hair.

"I guess," she said with a sigh. "But this is so hard, Niles. All this sneaking around... and you and I haven't even had the chance to talk about the wedding like normal couples do. It makes me feel like we're not really engaged... and when I feel like we're not really engaged, it makes me think that I could lose you."

"You will _never _lose me," he promised, as he planted a tender kiss on top of her head.

"But as for not feeling like you're really engaged... maybe I can give you a little assurance."

CC's eyes widened in surprise as Niles reached into his pocket and pulled out a long slender navy-blue box.

"Is this for me?"

"Well, I'm not planning on making a gift of it to Mr Sheffield," Niles replied, his eyes dancing with excitement. "Open it."

CC's hands trembled slightly as she fumbled with the box.

Her mouth dropped open as she retrieved a shimmering white-gold chain, at the end of which was looped a glittering antique diamond solitaire ring.

"I thought it was time I gave you an engagement ring," Niles explained, seeing the shock on her face. "I put it on a chain, just in case you weren't ready to go public and wear it on your finger yet."

"Niles, it's _gorgeous," _CC said in awe. "But how on earth..."

He grinned. "How on earth could a penniless servant like me ever afford such a beautiful ring?"

"Well..." she began awkwardly.

He laughed and took pity on her. "Actually, this is an heirloom ring," he explained. "It's been passed down in my family for five generations."

He picked up the chain and fingered it gently. "This chain, however, is from me."

"I love it," CC breathed. "I think it's even prettier than the ring."

He smirked. "So you don't want the ring, then?"

She snatched it back from him and clutched it protectively.

"Of course I want it, you fool," she laughed and kissed him happily.

"Shall I put it on?" he asked after a few minutes had passed.

She nodded and bent her head slightly as he placed the chain around her neck and carefully fastened the clasp.

"There you are," he said softly. "That should make you feel like you're engaged."

CC reached up and lovingly caressed her new ring, safely hidden underneath the crisp white blouse she was wearing.

"Yes, it does," she agreed proudly.

"So am I free to auction myself off now?" he asked meekly, but with a twinkle in his eyes.

"Yes, you can. Because it's only for one night... and you're going to be spending the rest of your life with _me."_

"I'll remember that," he murmured, and sealed his promise with a kiss.

**...**

The author smiled as she finished typing this chapter, wishing that she could suspend her characters in time and leave them frozen in a moment where they were secure in their love and nobody else could touch them.

Perhaps if she just stopped writing this story, this could happen on its own naturally...

"No!" barked the Great Ruler of the FanFiction universe. "I forbid you to do such a thing! You know the rules, Author... you _must _continue your story, no matter what the consequences..."

The author sighed. She knew it was futile to argue with the Great Ruler.

And she nodded obediently, hoping that her loyal readers and reviewers would not desert her in the tumultuous chapters to come...

**...**

_**Author's Note**__: __**Many thanks to the-reverie, CCandNiles4ever, LaurenLaneLover, shyangel65, Lucky Starzz, ladybrin, rx9872 and StarryPeaches for reviewing the last chapter. Special thanks to StarryPeaches – your review motivated me to continue with this story!**_

_**Follow me on Twitter (the link is on my profile) for updates on stories, sneak peeks at chapters and if you just want to say hi. **_

_**And if you haven't already, please check out my Valentine's Day one-shot called 'Stupid Commercial Holiday'. Reviews would be appreciated! xo**_


	22. An Unexpected Visit

The soft vibration of CC's cell phone interrupted her dreams the next morning.

She stifled a yawn as she quietly climbed out of bed, careful not to disturb Niles, who was sleeping peacefully at her side.

She sleepily reached for her phone and tiptoed softly into the kitchen, frowning at the unfamiliar number on the screen.

"CC Babcock here," she answered cautiously, wondering who could be at the other end of the line.

"Hello there, kitten!"

CC winced at the sound of her father's jovial greeting. It was too early for anyone to be that chipper, _particularly _if they were a Babcock.

"Hello, Daddy," she said shortly.

"Now is that any way to greet your old man?" he said tiredly. "You get more and more like your mother every day."

"I am not! You take that back!" CC hissed angrily, trying to keep her voice low.

It was the last thing she wanted to hear. BB Babcock was no role model to look up to, especially in light of the recent threats she'd made towards her daughter. She wondered if her father knew anything about those, but quickly dismissed the idea. Her father avoided his ex-wife like the plague when he was in town.

Stuart Babcock sighed heavily. "Calm down, kitten. You need to grow a sense of humour."

"What do you want, Daddy?" CC asked warily.

"I just landed in New York," Stuart explained. "I thought I'd come around and pay my favourite daughter a visit."

"Don't tell DD that," CC answered automatically, and then her father's words suddenly registered.

"Coming for a visit? Just landed in New York? You're coming _now?"_

"It's not too inconvenient, is it?"

**...**

CC's eyes widened in panic as she glanced around her apartment. She normally liked everything perfect for her father's visits, but right now, things were far from that state.

She was still wearing her silk bathrobe, her hair was a mess, she hadn't made anything to eat (although she _did _have plenty to drink), Niles was still in her room...

_Oh, no. How was she going to explain Niles?_

"It's not really a very good time, Daddy," she said anxiously. "Maybe you could pop around this evening instead. We could go out for dinner or something. My treat!"

"Nonsense!" Stuart replied cheerfully. "I won't be in New York long anyway, CC – I'm flying to California this afternoon. I'm just waiting for a cab now. I'll see you soon."

The phone went dead.

"Oh, _crap," _CC muttered as she raced back to her bedroom.

"Niles! Niles! Wake up!" She reached over and shook her sleeping fiancé.

His eyelids fluttered and he blinked sleepily at her. "What is it?"

She sighed. "I need your help."

**...**

By the time Stuart had arrived at the penthouse, CC was elegantly dressed in a turquoise silk blouse and a black pencil skirt.

She forced a big smile to her face when she answered the door. "Hello, Daddy."

"Hello, kitten," he murmured, kissing his daughter affectionately.

He thrust a white jewellery box at her. "Picked you up a little something while I was in Paris."

"You did?" CC exclaimed delightedly.

She opened the box eagerly and whistled softly as she pulled out a beautiful sapphire necklace. "Oh, Daddy! It's gorgeous!"

"Thought you'd like it," Stuart said amiably, pleased at his daughter's obvious delight. "Want me to help you put it on?"

CC suddenly remembered the white-gold chain she wore around her neck. She couldn't let her father see her engagement ring!

"Uh... no, that's alright. I think I'll save this necklace for a special occasion," she improvised swiftly, carefully replacing the necklace and closing the lid of the box.

"Whatever suits you, kitten," Stuart said affably. He sniffed suddenly. "Is your one of your neighbours cooking? Something sure smells good."

CC beamed. "You haven't eaten yet, have you, Daddy?"

Her father wrinkled his nose. "Please! Your old man got stuck flying coach this trip and I wouldn't feed the swill they served to my worst enemy."

"Well, in that case, I may have something for you."

Stuart's eyes widened in disbelief as his daughter produced a plate containing two slices of bacon, a helping of scrambled eggs and a piping hot stack of buttered toast.

"You made _breakfast?"_

"You needn't sound so surprised," CC huffed. "I do have some domestic skills after all."

_Well, she had made the toast, at least..._

"Oh, I'm not disputing your skills, kitten," her father said quickly. "It's just... cooking has never really been your forte, has it?"

She crossed her arms. "Try it and see," she challenged.

**...**

"I'm impressed," Stuart murmurs after polishing off his breakfast. "That may have just been the best bacon and eggs I've ever had."

CC smiles smugly. "So you liked them, huh?"

"Delicious!" Stuart admits with a nod. "What herbs did you use to season those eggs, kitten? I can't quite work out what that flavour is."

CC freezes mid-step. "Uh... herbs?" she repeats slowly, playing for time.

Her father frowns. "Yes, there's definitely a herby taste in here that I just can't put my finger on."

_Think, CC, think! Oh, who is she kidding? She has no idea what the herb could be. She's trying to think of names of herbs right now, but all she can think of is rosemary because it goes with roast lamb but Niles' eggs definitely don't taste like rosemary. Argh!_

She's taking too long to answer this question. Her father's starting to look suspicious. She needs to say something... anything!

"Cinnamon!" she blurts out quickly. _That's a herb, isn't it?_

"Cinnamon?" Her father's eyebrows shoot up. "Really? I've never heard of putting cinnamon in scrambled eggs before."

Now is the time to back out and pretend she was joking, but unfortunately she can't seem to make herself laugh.

"Oh, yes," she finds herself saying instead. "It's a real secret, you know, Daddy – that's the secret ingredient."

"Huh," Stuart Babcock murmurs thoughtfully to himself. When he doesn't say anything else, CC breathes a quiet sigh of relief and decides that he's bought it.

**...**

"Now why don't you show me around your place, kitten?" he suggests.

"My place?" she stammers nervously. "But you've been to my place before, Daddy."

"I never got the grand tour," her father says genially. "Come on, sweetpea, let's see what you've got here."

There's no way to get out of it.

"Alright, Daddy, let me show you around. Starting with the front."

She raises her voice as loudly as she dares, hoping that Niles, wherever he is, can hear her and somehow manage to hide.

She opens a door. "This is my..."

"Yes, I'm aware of what a coat closet is, CC," her father says, sounding amused.

"Well, I just thought you'd like to see it anyway," she says calmly, trying not to let her anxiety show.

"And that's the kitchen where we just ate and this is the living room."

"Nice bathroom," her father comments, admiring her whirlpool tub and glass brick shower.

CC smiles nervously. There's only one room left to show her father and that's her bedroom. And since they haven't come across Niles yet, he _must _be in there.

"And now I'll show you my bedroom, Daddy," she says loudly, hoping that her fiancé has at least had time to tidy up after them a little bit.

Her father steps into her bedroom and nods approvingly.

"At least this room looks a little bit more homey, kitten," he says. "Not to criticise your interior design skills but everything else seems so minimalist."

Surprised, CC takes the time to look around her room and she realises her father's right. Her bedroom does have a lot of 'homey' touches that most of the other rooms don't have.

The pink afghan that Bobo knitted her is draped over her pillows. She's thankful that Niles has obviously made the bed.

Plus she has lots of little souvenirs around the place – mostly memorabilia from her relationship with Niles. There's a magnet of the Golden Gate Bridge, from when they actually managed to sneak away for a brief weekend in San Francisco, a teddy bear that he won for her at a street carnival, a CD of mixed songs that he made her recently...

She feels her lips curve in a smile. "Yes, I guess I do have a lot of souvenirs in here," she says softly.

And then her eyes widen in panic when she sees one souvenir that she definitely doesn't want her father to see.

Right there in plain sight is a pair of Niles' zebra-striped boxers. And if her father turns his head just slightly to the left, he'll see them.

**...**

She needs a diversion.

"Hey, what was that noise?" she cries, running out of her bedroom. Her father appears a minute later.

"What noise?" he asks, puzzled.

She tilts her head to the side and pretends to listen intently. "Oh, you know what? Must've just been my imagination."

"Hm," is all Stuart Babcock will say.

**...**

When CC has to drive her father to the airport that afternoon, she actually feels almost disappointed.

She's enjoyed having the unexpected opportunity to spend time with her father and almost wishes that he could stay in New York longer. It'd be nice to feel like she had an ally against her mother.

"I wish you could've stayed longer, Daddy," she tells him sincerely.

He looks actually regretful as he gives his daughter a hug. "I would've liked to stay longer, sweetpea. But unfortunately I can't this time."

"But you'll come back?" she asks hopefully, somewhat surprised by the words coming out of her mouth.

"I'll come back," he promises. "I'm not sure when but I'll come again."

CC turns away before she has to watch him leave. She's halfway towards the exit when he calls her name. Slowly, she turns around.

"Give my regards to that man of yours. Tell him I'd like to meet him someday."

There's no point in her denying it. "How did you know?"

Stuart chuckles. "I wasn't born yesterday, kitten. You can't cook to save your life and cinnamon isn't an herb. Also you did a great job in trying to distract me but I saw those zebra-print boxers."

She blushes.

"But if you really want to know what gave it away – it was you. _You've _changed, CC."

He winks. "And I like what he's done for you."

CC can only smile as she walks away. Who could've predicted that her love for Niles would have changed her so obviously?

_Yes, _she thinks to herself as she heads to the carpark. _She likes what he's done for her too._

**...**

_**Author's Note**_**: As always, thanks to those who reviewed the last chapter – ladybrin, Searider Falcon, Lucky Starzz, rx9872, StarryPeaches, CCandNiles4ever, the-reverie and SVUBONESNANNY!**

**And if you like, you can follow me on Twitter – the link is on my profile.**


	23. Questions and Answers

Maxwell looked much more cheerful when CC walked into the office the next day.

"Good news, CC!" he said excitedly. "I think I may have found a new investor."

"Oh, Maxwell, that's wonderful!" CC responded enthusiastically. "I knew you could do it. So can we cancel this stupid auction now or what?"

"Well... no, we still need quite a substantial amount of money, CC," Maxwell said in surprise. "One investor can't replace what three were willing to donate."

"Yes, I know that," CC admitted, but she couldn't help feeling slightly crestfallen.

For all her protestations, she secretly was more than a little worried about putting her fiancé up for auction. She'd seen how the women had flocked around him at Maxwell's last backers party – he'd made quite an impression on all of them. She didn't need some airheaded floozy purchasing her man for an evening! Who knew what might happen?

Not that she didn't _trust _Niles. Of course she did. But even the most loyal of men could be swayed by a pretty face...

"I think the auction's going to be very successful, CC," Maxwell remarked. "Liz Smith even wrote about it in her gossip column, describing it as 'a unique and innovative means of obtaining financial backing'. Everyone's talking about it!"

"That's what I'm afraid of," CC muttered under her breath.

Maxwell looked at her quizzically. "Sorry, CC, I didn't catch what you said. Can you repeat that?"

CC forced a smile to her face. "I'm sure you're right – it's going to be a great success."

**...**

"Ugh! Cheese Danish for breakfast, Niles? Seriously, what were you thinking?" Fran grimaced as she eyed the breakfast options in the dining room.

"You _love _cheese Danish!" Niles exclaimed, looking affronted by this insult to his culinary prowess.

Fran groaned nasally as her stomach churned. "Not anymore, I don't," she managed to gasp as she got up and ran out of the room.

Niles stared after his friend in surprise, wondering what could be wrong. He'd never known Fran to turn up her nose at anything he'd made for her – well, except for his steak and kidney pie and that was because she didn't like the kidneys. But cheese Danish was one of her favourite breakfast foods and he'd never known her to refuse it before.

Fran came into the room some time later, looking slightly pale. "Have you gotten rid of that Danish, Niles?"

He grumbled to himself as he packed up the Danish and put it away. Was she on some sort of strange diet?

_Clearly she was, _he decided a few minutes later, his eyes widening as he watched her spread her toast with a mixture of tuna fish and chocolate spread. He shuddered as she put the disgusting-looking combination in her mouth and began chewing happily.

"Oh, Niles, you should taste this. It's so _good!" _she exclaimed after she'd gone through three slices.

Niles shuddered again. "I think I'll pass."

But if he had thought the combination of tuna fish with chocolate was strange, it was nothing compared to watching her slather mayonnaise on a slice of cold leftover pizza.

He cringed. What had _happened _to the woman's tastebuds? How could she eat mayonnaise and cold pizza when he'd prepared cheese Danish, blueberry pancakes and breakfast sausage?

And then suddenly it all clicked. Weird cravings, morning queasiness... why she was wearing a baby doll dress instead of her usual clingy spandex?

"Oh, Fran," he breathed in astonishment. "You're _pregnant."_

She looked up from her mayonnaise-drenched pizza in surprise. "I thought you already knew, Niles!"

**...**

He shakes his head in amazement. How could he _not _have known? The more he thinks about it now, the more obvious it seems.

Then he remembers the used pregnancy test he found a few weeks ago and his heart skips a beat briefly. It must have been Fran's pregnancy test. CC's not pregnant. He's not going to be a father.

He feels a rush of disappointment wash over him. Part of him is relieved to finally know – he did think it was a bit strange that CC hadn't confided in him yet. But part of him is sad. He's always wondered what it would be like to hold a newborn baby in his arms. He'd held Maggie, Brighton and Grace, of course... but he imagines it would be a completely different thing if it was his own.

**...**

"Aren't you happy for me, Niles?" Fran asked cautiously, worried by the butler's unexpected silence. He seemed to be lost in thought – gazing contemplatively into space – and he started abruptly at the sound of her voice.

.

"Of course I am," he assured her instantly, walking over and giving her a huge hug. "Congratulations to both you and Mr Sheffield. You know how long I've been waiting for news like this!"

"You and me both, honey," she bubbled excitedly. "I'm a bit scared, though. Can you see me as a mom, Niles? Do you think I'll be a good mom?"

The butler scoffed at her apprehension. "I certainly can. Need I remind you that three children in this household grew up under your tender, loving care?"

Fran laughed. "Yes, and I guess they turned out fine, in spite of me," she admitted.

Niles shook his head vehemently. "Oh, no, Fran. They turned out fine _because _of you. And don't you forget that."

**...**

"So who is this mysterious new investor you've managed to dig up, Maxwell?" CC asked curiously as she absentmindedly shifted through some actors' resumes. "Will I get to meet them soon?"

"Well, yes, in fact," Maxwell assented. "We'll be seeing him at dinner tonight."

"Oh, it's a _him?" _CC said in surprise.

"Yes, and someone who you know already, as a matter of fact," Maxwell said with a grin. "When he found out that you were involved with this production, he _begged _to be allowed to be involved. You've got quite the admirer, CC."

CC raised her eyebrows in astonishment. She had no idea whom Maxwell might be talking about. She'd flirted with her fair share of men to try gain financial backing, but very few of them ever went through with the move to support Sheffield Babcock Productions.

"Don't be such a tease! Tell me who it is," she coaxed.

Maxwell shook his head, the hint of a smile tugging at the corners of his mouth. "He wants to surprise you, it seems. You'll have the opportunity to find out later."

And that was the last he would say to CC about the new investor, despite her avid curiosity.

**...**

"Well, I think we're all done for today," Maxwell said, looking at the clock. "We'll pick you up for dinner around 7, if that's alright?"

"Fine," CC agreed. "I can't _wait _to meet this new investor."

Maxwell chuckled but said nothing more.

CC picked up her briefcase. "I'll see you later then."

She tiptoed towards the kitchen, wanting to surprise Niles. She was disappointed that she wouldn't be able to see him tonight, but at least she could sneak in a little quality time with him now.

A mischievous smile came to her face. Perhaps she could invent some sort of errand that would lead Niles to _Home Depot..._

"Yes, I'll come over tonight. I'll even make your favourite dessert."

CC frowned slightly, wondering who Niles was talking to. Standing in the butler's pantry, she peered curiously into the kitchen. He was on the phone and hadn't noticed her approach.

"Of course I remember," he chuckled, his voice sounding very tender. "You've never eaten carrots in all the years I've known you – I wouldn't dream of cooking them for you tonight!"

Now CC was _really _curious. And frankly, a little jealous. Who was this mysterious person that her fiancé was making dinner for?

"Alright, I'll see you tonight," he agreed. "I can't wait to see you. It feels like it's been so long."

OK, maybe she was more than a little jealous. Niles had never said anything like that to _her._

And then... the final straw.

"I love you too," Niles said softly. "Bye, Becky."

He hung up and returned to stirring the contents of a pot on the kitchen stove, humming softly to himself.

Meanwhile, CC turned away from the door, feeling as though someone had just ripped her heart out.

She'd trusted Niles. She'd thought he was different from other men. But when it came down to it, she thought savagely, they were all the same. No-good, two-faced, lying _cheaters._

_Who the hell was Becky?_

One way or another, she was going to find out.

**...**

_**Author's Note: Thanks to Lucky Starzz, avagrace2888, rx9872, ladybrin and the-reverie for sharing their thoughts on the last chapter. Always love hearing from readers! xo**_


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